SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Hudson Global, Inc.
 53 Forest Avenue, Suite 102 Old
Greenwich, CT 06870 July 18, 2025
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attn: Nicholas Nalbantian

 Re:
 Hudson Global, Inc.
 Registration Statement on Form S-4; File No. 333-288531
 Request for Acceleration Ladies and
Gentlemen: Reference is made to the Registration Statement on Form S-4 (File No. 333-288531) filed by Hudson Global, Inc. (the “ Company ”) with the U.S. Securities and Exchange Commission (the “ Commission ”) on July 3, 2025, as amended on
July 17, 2025 (the “ Registration Statement ”). The Company hereby requests that the Registration Statement be made
effective at 4:00 p.m., Eastern Time, on July 22, 2025, or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.
 Please contact Adam W. Finerman of Baker & Hostetler LLP at (212) 589-4233 or by email at
afinerman@bakerlaw.com with any questions you may have concerning this request. The Company hereby authorizes Mr. Finerman to orally modify or withdraw this request for acceleration.
 We request that we be notified of such effectiveness by a telephone call to Mr. Finerman, and that such effectiveness also be confirmed
in writing.

 Very truly yours,

 Hudson Global, Inc.

 By:

 /s/ Jeffrey E. Eberwein

 Jeffrey E. Eberwein

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Jeffrey E. Eberwein
Chief Executive Officer
Hudson Global, Inc.
53 Forest Avenue
Suite 102
Old Greenwich, CT 06870

 Re: Hudson Global, Inc.
 Registration Statement on Form S-4
 Filed July 3, 2025
 File No. 333-288531
Dear Jeffrey E. Eberwein:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Adam W. Finerman
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Hudson Global, Inc.

53 Forest Avenue, Suite 102

Old Greenwich, CT 06870

July 22, 2022

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Division of Corporation Finance

Washington, DC 20549

    Re:
    Hudson Global, Inc.

    Registration Statement on Form S-3

    Filed June 30, 2022

    File No. 333-265936

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Hudson Global, Inc., a Delaware corporation,
hereby requests acceleration of the effective date of the Registration Statement referred to above, so that it may become effective at
4:00 PM Eastern Time on July 26, 2022, or as soon as practicable thereafter.

Please contact Adam Finerman
of Baker & Hostetler LLP via telephone at (212) 589-4233 or via e-mail at afinerman@bakerlaw.com with any questions and please notify
him when this request for acceleration has been granted.

Thank you for your assistance in this matter.

    Very truly yours,

    Hudson Global, Inc.

    By:
    /s/ Matthew K. Diamond

    Matthew K. Diamond, Chief Financial Officer

 cc: Adam W. Finerman, Baker &
Hostetler LLP

Allison D. Jones, Baker & Hostetler LLP

United States securities and exchange commission logo
July 12, 2022
Matthew Diamond
Chief Financial Officer
Hudson Global, Inc.
53 Forest Avenue, Suite 102
Old Greenwich, CT 06870
Re:Hudson Global, Inc.
Registration Statement on Form S-3
Filed June 30, 2022
File No. 333-265936
Dear Mr. Diamond :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Taylor Beech at 202-551-4515 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

 April 19 , 201 9

Jeffrey E. Eberwein
Chief Executive Officer
Hudson Global, Inc.
53 Forest Avenue
Old Greenwich, CT 06870

 Re: Hudson Global , Inc.
DEFA 14A filing made under cover of  Schedule 14A
Filed on April 18 , 2019 by Hudson Global , Inc.
  File No.  001-38704

Dear M r. Eberwein ,

We have reviewed the above -captioned  filing , and have the following comment .  Our
comment  may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comment  applies to your  facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to thi s
comment , we may have additional comments.

Schedule 14A  | Definitive Additional Materials

1. The cover page has characterized the submission as “Definitive Additional Materials ” instead
of “Definitive Proxy Statement, ” and the  Schedule 14A has been altered in  comparison to
what form the U.S. Securities and Exchange Commission codified at Rule 14a -101.  As a
result of this apparent elective edit, the entry space for the amendment number has been
deleted.  The substantive content of the submission characterizes the filing as a “Supplement
to the Proxy Statement ” and further represents that  the supplement  revises the definitive
proxy statement.  Please advise us, with a  view toward revised disclosure, why the
submission was not identified as Amendment No. 1 to the Definitive Proxy Statement and
designated on EDGAR using the header tag DEFR14A.  To the extent no revised submission
is made, please provide us with a brie f legal analysis explaining why Hudson Global believes
the existing submission lawfully amends the definitive proxy statement as  represented in bold
typeface when it appears to have been filed pursuant to Rule 14a -6(c).

 We remind you that the registrant  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Jeffrey E . Eberwein
Hudson Global, Inc.
April 19, 2019
Page 2

   You may contact me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas  P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Lawrence S. Elbaum , Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

 March 22 , 201 9
Jeffrey E. Eberwein
Chief Executive Officer
Hudson Global, Inc.
53 Forest Avenue
Old Greenwich, CT 06870

 Re: Hudson Global , Inc.
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed on March 15 , 2019 by Hudson Global , Inc.
  File No.  001-38704

Dear M r. Eberwein ,

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your  facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comments, we may have additional comments.

Schedule 14A

1. The legen d required by Rule 14a -6(e)(1) regarding identification of the proxy statement as
“preliminary” similarly should appear on the first page of the proxy statement , as defined in
Rule 14a -1(g), as  distinguished fr om the Notice or correspondence to shareholder s.  In light
of the permissibility under Rule 14a -3(a) for the registrant to lawfully solicit while using a
preliminary proxy sta tement , please revise  to place the required legend on the first page of
the proxy statement .  In addition, please add the legend, as required, to the form of proxy.

2. As required by  both Rule 14a -6(d) and Item 1 (b) of Schedule 14A , please place the
approximate date upon which the proxy statement will be mailed to shareholders on the first
page of the proxy  statement as defined under Rule 14a -1(g).  At present, this date appears in
the Notice, which document is outside  the scope of the  cited  definition  of proxy statement .

Voting; Q uorum , page 2

3. Please advise us of the legal basis upon which the registrant has relied to conclude that
brokers may be eligible to vote shares in the absence of instru ctions timely transmitted by
beneficial owners.  Alternatively, please revise to remove the implication that  “broker non -
votes” will still exist even if the  solicitation is contested.  See Item 21(b) of Schedule 14A.

Jeffrey E . Eberwein
Hudson Global, Inc.
March 22 , 201 9
Page 2

 Proposal 1 – Election of Directors, page 5

4. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state whether or not
any of the participants have been the subject of criminal convictions within the last ten years,
please provide us with a written reply on behal f of each participant in response to this line
item notwithstanding the fact that a negative response need not be disclosed in the  proxy
statement filed under cover of  Schedule 14A.

Potential Payments Upon Termination or C hange in Control , page 20

5. Notwithstanding the definition of the t erm “change in control ” appearing on page 2 3, please
revise this section to state the circumstances under which, if any , that a successful  solic itation
in opposition by Cannell (as defined in your proxy statement) would constitute a change in
control and result in comp ensation being paid to any of the registrant ’s existing directors.

No Going Private Transaction , page 34

6. While we recognize the proposal to have a reverse stock split authorized is not being
introduced for the purpose of taki ng the r egistrant private, please advise us, with a view
towards revised disclosur e, whether  the proposal, if approved, is reasonably likely to produce
one of the going private effect s specifie d in Rule 13e -3 given the reduction in stockholders.

Form of Proxy

7. Please confirm, if true, that  Hudson  complied with its disclosure obligation  under Rule 14a -
4(e) by representing that a properly executed proxy “will be voted in the manner  directed .”

 We remind you that the registrant  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of actio n by the staff.

  You may contact me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions
cc: Adam W. Finerman , Esq.
 Claudia Dubon , Esq.

February 6, 2018
Stephen A. Nolan
Chief Executive Officer
Hudson Global, Inc.
1325 Avenue of the Americas
New York, NY 10019
Hudson Global, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 25, 2018
File No. 000-50129Re:
Dear Mr. Nolan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence by the staff.
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

        ATTORNEYS AT LAW

        777 East Wisconsin Avenue

        Milwaukee, WI 53202-5306

        414.271.2400 TEL

        414.297.4900 FAX

        www.foley.com

        WRITER’S DIRECT LINE

414.297.5642

        EMAIL: jkwilson@foley.com

February 5, 2018

        Division of Corporation Finance

        Office of Telecommunications

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549-3561

        Attn:      Joshua Shainess

        Celeste M. Murphy

 RE: Hudson Global, Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed January 25, 2018 File
No. 000-50129

Ladies and Gentlemen:

On behalf of Hudson
Global, Inc. (the “Company”), I am responding to the comment contained in the comment letter of the Staff of the Division
of Corporation Finance (the “Staff”), of the U.S. Securities and Exchange Commission (the “Commission”),
dated February 2, 2018 with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A filed by the Company.

For the convenience
of the Staff, the comment contained in the Staff’s comment letter is set forth below and indicated in bold and italics, followed
by the Company’s response immediately after the comment.

Preliminary Proxy Statement on Schedule 14A

General

 1. Please tell us why the Sale Resolution proposal is not unbundled into three separate proposals. Provide your analysis
under Rule 14a-4(a)(3) and (b)(1). Refer to our Compliance and Disclosure Interpretations 101.01 and 101.02 dated January 24, 2014
(regarding unbundling under Rule 14a-4(a)(3) generally).

The Company has considered
Rule 14a-4(a)(3) and (b)(1) under the Securities Exchange Act of 1934, as amended, and the Staff’s Compliance and Disclosure
Interpretations (“CD&I”) 101.01 and 101.02 dated January 24, 2014 and respectfully submits that the Sale Resolution
proposal does not contain “separate matters” required to be presented in separate proposals.

Rule 14a-4(a)(3) requires
that the form of proxy “[s]hall identify clearly and impartially each separate matter intended to be acted upon, whether
or not related to or conditioned on the approval of other matters, and whether proposed by the registrant or by security holders.”
The purpose of Rule 14a-4(a)(3), as expressed in Exchange Act Release No. 31326 (October 16, 1992), is to permit stockholders to
communicate their views on each of the matters put to a vote, and to not be compelled to approve parts of packaged matters they
might not approve if they could be presented independently.

CD&I 101.01 addresses
the situation where stockholder approval is sought for a charter amendment to modify multiple terms of outstanding preferred stock
in connection with granting concessions to the preferred stockholders. The Staff concluded that the multiple modifications could
be bundled because they were so “inextricably intertwined” as to effectively constitute a single matter. Also CD&I
101.02 addresses the situation where multiple immaterial charter amendments are bundled with a material amendment as part of a
single proposal to amend and restate the charter. The Staff concluded that the proposals could be bundled because the immaterial
amendments did not substantively affect stockholder rights, but also noted that the analysis of whether matters need to be unbundled
under Rule 14a-4(a)(3) is not governed by the fact that, for state law purposes, these amendments could be presented to stockholders
as a single restatement proposal.

        Boston

        Brussels

        CHICAGO

        Detroit

        JACKSONVILLE

        LOS ANGELES

        MADISON

        MIAMI

        MILWAUKEE

        NEW YORK

        ORLANDO

        SACRAMENTO

        SAN DIEGO

        SAN FRANCISCO

        SILICON VALLEY

        TALLAHASSEE

        TAMPA

        TOKYO

        WASHINGTON, D.C.

February 5, 2018

Page 2

The Company believes
that CD&I 101.01 or 101.02 are not applicable because, unlike the examples provided where stockholder approval would be required
for each separate item regardless if they were bundled, no stockholder vote would be required or sought if the transactions that
are the subject of the Sale Resolution proposal were separately pursued. Under Section 271(a) of the Delaware General Corporation
Law, only one vote of the stockholders is contemplated and required to sell substantially all of a corporation’s assets regardless
of how many transactions are involved. None of the three transactions by themselves would constitute a sale of substantially all
of the Company’s assets and if each sale were completed on a stand-alone basis, no stockholder vote would be required or
sought by the Company.

Furthermore, the Company
believes that the unbundling requirements of Rule 14a-4(a)(3) are inapplicable to the Company because the closing of each sale
transaction is contingent on the closing of each other sale transaction. Consequently, each of the sale transactions are inextricably
linked components of one unitary matter: the adoption of a resolution to sell substantially all of the Company’s assets.

Finally, the Company
believes that unbundling the Sale Resolution proposal and presenting each sale transaction as separate proposals would potentially
confuse stockholders by suggesting that it is possible for one or two of the sale transactions to proceed without all three proceeding
as the closing of each sale transaction is contingent on the closing of each other sale transaction.

*        *
       *

Should you have any
questions relating to the foregoing matters or wish to discuss further any of the responses above, please direct any communications
to the undersigned at (414) 297-5642 or jkwilson@foley.com.

    Very truly yours,

    /s/ John K. Wilson

    John K. Wilson

    CC:
    Stephen A. Nolan

    Patrick Lyons

    Philip A. Skalski

    Hudson Global, Inc.

    Benjamin F. Garmer

    Foley & Lardner LLP

February 2, 2018
Stephen A. Nolan
Chief Executive Officer
Hudson Global, Inc.
1325 Avenue of the Americas
New York, NY 10019
Re:Hudson Global, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 25, 2018
File No. 000-50129
Dear Mr. Nolan:
            We have reviewed your filing and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.Please tell us why the Sale Resolution proposal is not unbundled into three separate
proposals.  Provide your analysis under Rule 14a-4(a)(3) and (b)(1).  Refer to our
Compliance and Disclosure Interpretations 101.01 and 101.02 dated January 24, 2014
(regarding unbundling under Rule 14a-4(a)(3) generally).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameStephen A. Nolan
 Comapany NameHudson Global, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Stephen A. Nolan
Hudson Global, Inc.
February 2, 2018
Page 2
            You may contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 or Celeste M.
Murphy, Legal Branch Chief, at (202) 551-3257 with any questions.
Division of Corporation Finance
Office of Telecommunications

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 17, 2014
Via E-Mail
John K. Wilson, Esq. Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, WI  53202

RE: Hudson Global, Inc.
Preliminary Proxy Statement  Filed April 11, 2014 File No. 000-50129

Dear Mr. Wilson:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  General
1. Please revise to clarify the effect of br oker non-votes with respect to each proposal.
Specifically, indicate, if true, that in a contested election, a broker does not have
discretionary authority to vote on any proposals to  be voted on at the meeting regardless of
whether such proposals are routine or not.

Election of Directors, page 5
2. Please revise to describe Ms. Laing’s presen t principal occupation or employment and the
name, principal business and address of any corporation or other organization in which
such employment is carried on.  See Item 5(b)(1)(ii) of Schedule 14A.  Also revise to disclose her business experience during the last five years.  See Item 7(b) of Schedule
14A and corresponding Item 401 of Regulation S-K. .

John K. Wilson, Esq.
Foley & Lardner LLP April 17, 2014 Page 2  Approval of an Amendment . . ., page 50
3. The disclosure regarding th is proposal discusses amendm ents to your articles of
incorporation to declassify th e board of directors and to m odify shareholders’ ability to
remove directors.  Please provide us with an  analysis that undert akes to explain how
including both changes in one pr oposal is consistent with Exch ange Act Rule 14a-4(a)(3).

Proxy Solicitation, page 52
4. We note that proxies may be solicite d by telephone, personally and electronic
communication.  Please be advised that all written soliciting mate rials, including any
scripts to be used in solic iting proxies must be filed unde r the cover of Schedule 14A on
the date of first use.  Refer to Rule 14a-6(b)  and (c).  Please conf irm your understanding.
5. Please provide us with the statement require d by Item 5(b)(1)(iii) of Schedule 14A for
each participant notwithstanding the absence of a requirement to disclose a negative
response in the proxy statement.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the participants  are in possession of
all facts relating to the disclosure, they are re sponsible for the accurac y and adequacy of the
disclosures they have made.
 In responding to our comments, please provide  a written statement from each participant
acknowledging that:
 the participant is responsible for the adequ acy and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the participant may not assert staff comment s as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

John K. Wilson, Esq.
Foley & Lardner LLP April 17, 2014 Page 3
Please direct any questions to Nicholas Pa nos, Senior Special C ounsel, at (202) 551-3266
or me at (202) 551-3641.            S i n c e r e l y ,           / s /  G e o f f  K r u c z e k
Geoff Kruczek
        A t t o r n e y - A d v i s o r          Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

    ATTORNEYS
                           AT LAW

        777
        East Wisconsin Avenue

        Milwaukee,
        WI 53202-5306

        414.271.2400
        TEL

        414.297.4900
        FAX

        foley.com

        WRITER’S
        DIRECT LINE

        414.297.5542

        jkwilson@foley.com EMAIL

April 29, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Nicholas Panos

    Mr. Geoff Kruczek

    Re:
    Hudson Global, Inc.

    Definitive Additional Materials

    Filed April 25, 2014

    File No. 000-50129

Ladies and Gentlemen:

We are writing on behalf of our client,
Hudson Global, Inc. (the “Company”), in response to the letter from the staff of the Office of Mergers & Acquisitions
of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated April 25, 2014, with respect to the above-referenced definitive additional materials (the “Materials”) filed
with the Commission on April 25, 2014. Set forth below are the Company’s responses to the comment raised in the Staff’s
letter.

For the convenience of the Staff, the Staff’s
comment is repeated below in italics, and set forth below such comment are the Company’s responses with paragraphs numbered
to correspond to the numbers in the Staff’s comment.

Comment:

 1. Please provide support for the following statements: (i) supposed “flaws in [Lone Star’s] analysis,” which
suggests Mr. Eberwein does not understand the Company’s business, as it is unclear to what flaws the Company is referring;
(ii) how and why Lone Star’s proxy statement is “flawed and misleading,” in that it supposedly “vastly
overstates” the Company’s pre-tax losses during Ms. Laing’s tenure; and (iii) how Lone Star’s proxy statement
“blatantly misrepresents potential settlement discussions with Hudson’s Board.”

Responses:

 (i) The Company believes that the analysis presented on page 7 of the preliminary proxy statement (the “Lone Star Proxy Statement”)
filed with the Commission on April 17, 2014 by Lone Star Value Management, LLC and related parties (“Lone Star”) is
flawed for the following reasons, which suggest a lack of understanding by Lone Star of the Company’s business, performance
and peer group, as well as an unfamiliarity of the industry in general and the extent to which macroeconomic factors influence
the performance of professional staffing companies such as the Company.

U.S. Securities and Exchange Commission

April 29, 2014

Page 2

 · The Company believes that the Lone Star statement that “Since
inception as a public company in 2003, Hudson has struggled to consolidate its diverse portfolio of businesses,” is inaccurate
and misleading. Since 2003, the Company has successfully integrated 67 acquisitions, which resulted in growth in revenue and income
(loss) from continuing operations before taxes from $824 million and $(289) million, respectively, in 2003 to $1,170 million and
$23 million, respectively, in 2007.

 · The Company believes that Lone Star’s analysis on page 7 of
the Lone Star Proxy Statement does not provide important contextual information about the global economic recession that occurred
in 2008 and the impact it had on all professional staffing companies, including the Company, which are highly exposed to the economic
cycle. As a global company with approximately 85% of its gross margin generated in Europe and the Asia Pacific regions, the Company
was disproportionately affected by the European sovereign debt crisis and the emerging market deceleration in Asia Pacific, a fact
that is ignored in Lone Star’s Proxy Statement and critical to assessing the Company’s performance. Lone Star’s
failure to include this important context results in a misleading presentation of the Company’s performance and the efforts
of its Board and management to strengthen operations and reposition the Company for long-term growth.

 · The Company believes that Lone Star’s criticism of the Company’s
strategy to reinvest in new fee-earning recruiters demonstrates a lack of understanding of the Company’s business model,
in which increasing the number of fee earning employees is a critical component of driving top-line results. Moreover, Lone Star’s
characterization of this strategy as “a strategy which has yet to produce results” is false as the Company has improved
its performance in the areas where those investments took place over the third and fourth quarters of 2013, with sequential quarter
over quarter gross margin improvements in Australia recruitment, United Kingdom and China in the third quarter and double digit
sequential gross margin growth in Europe and Recruitment Processing Outsourcing (RPO) in the fourth quarter.

 · Lone Star inappropriately and arbitrarily bases its comparisons of
the Company’s margins on a narrowly defined peer group of two companies that operate in completely different business lines:
Kelly Services, which, unlike the Company, focuses heavily on recruiting for “blue collar” positions domestically,
and Korn Ferry, which focuses primarily on executive search and talent management.

 (ii) The Company advises the Staff that Ms. Laing became a director of the Company on October 13, 2003. The Company further advises
the Staff that the Company’s pre-tax losses since that date have been $199 million, which are significantly less than the
$460 million of pre-tax losses stated on page 8 of the Lone Star Proxy Statement. The analysis in the Lone Star Proxy Statement
incorrectly included, among other things, a write-off of $200 million of goodwill that the Company recorded in its results for
the quarter ended September 30, 2003, during which time Ms. Laing was not a director of the Company. The Company also notes that
Lone Star issued a letter to shareholders on April 29, 2014 stating that the Company’s reported pre-tax losses were $181
million during Ms. Laing’s tenure on the Board, which the Company believes is an acknowledgement that the amount Lone Star
stated in the Lone Star Proxy Statement was incorrect.

U.S. Securities and Exchange Commission

April 29, 2014

Page 3

 (iii) Set forth below in quotes are certain bullet point statements from pages 4-5 of the Lone Star Proxy Statement describing potential
settlement discussions between Lone Star and the Company’s Board of Directors that the Company believes contain misrepresentations.
The Company’s response as to why it believes such statements contain misrepresentations is set forth below immediately after
each such bullet point statement.

 · “On October 21, 2013, Mr. Eberwein and another representative
of Lone Star Value met with members of Hudson’s management, specifically, Manuel Marquez, Chief Executive Officer, Stephen
Nolan, Chief Financial Officer and David Kirby, Vice President of Finance and Treasurer, at the Company’s headquarters in
New York. During the meeting, Lone Star expressed its serious concerns regarding Hudson’s history of operating losses and
its persistent underperformance versus its peer group.”

Company Response: The Company
does not believe that the Lone Star representatives expressed any serious concerns about the Company at the meeting.  To the
contrary, Mr. Eberwein expressed an interest at such meeting in investing in the Company and, after that meeting, Lone Star
continued to invest in the Company.

 · “On February 19, 2014, Mr. Eberwein met with Mr. Marquez and
David G. Offensend, a director and member of the Nominating and Corporate Governance, Compensation and Audit Committees of the
Board. During the meeting, Mr. Eberwein expressed Lone Star Value’s belief that significant changes are needed in the composition
of the Board.  In a constructive attempt to reach a mutually agreeable resolution and preserve continuity on the Board, Mr.
Eberwein proposed that the Board be expanded from six to eight members and he and Mr. Coleman be appointed in the newly created
directorships.  Mr. Eberwein also provided references to Hudson for further assurance of his qualifications.  The Hudson
representatives expressed unwillingness to expand the Board to eight directors.”

Company Response: The Company
representatives expressed a willingness to add Mr. Eberwein, but not Mr. Coleman, to the Board, and Mr. Eberwein said he would
consider this. His willingness to consider that approach was reinforced by the fact that he only provided references for himself
and not Mr. Coleman.

 · “On March 3, 2014, Mr. Offensend informed Mr. Eberwein that
subject to certain standstill restrictions roughly through the next three years, the Company may be willing to increase the Board
by one seat and add one representative of Lone Star Value to fill the newly created directorship. During their telephone conversation,
Mr. Offensend communicated to Mr. Eberwein that Hudson was willing to entertain committee membership only on the Audit Committee
and possibly the Human Resources Committee for any sole Lone Star Value representative on the Board.  Mr. Eberwein explained
that given Hudson’s long history of underperformance under the stewardship of the incumbents and the fact that the Board
has delegated significant decision-making authority to an Executive Committee, any meaningful improvement of the Board must involve
committee memberships for two Lone Star Value nominees on all Board committees to ensure appropriate participation in Board deliberations.  Mr.
Offensend followed up with a written proposal outlining the terms he had communicated on the following day, March 4, 2014.”

U.S. Securities and Exchange Commission

April 29, 2014

Page 4

Company Response: Mr.
Offensend did not communicate to Mr. Eberwein that the Company was willing to entertain committee membership only on the
Audit Committee and possibly the Human Resources Committee. Instead, Mr. Offensend asked Mr. Eberwein what committees he was
interested in serving on and Mr. Eberwein responded that he is usually put on the Audit Committee, but would also like to be
on another committee that dealt with strategy. Mr. Offensend said that the Board committee which historically has dealt with
strategy matters, in addition to the full Board addressing such matters, was the Human Resources Committee. Mr. Offensend
communicated that the Company was willing to entertain Mr. Eberwein for the Audit Committee and the Human Resources
Committee.

 · “On March 7, 2014, Mr. Marquez, in a telephone call with Mr.
Eberwein, reiterated that Hudson’s Board was unwilling to add both of Lone Star Value’s Nominees to the Board, and
no incumbent Board member was willing to resign from, or not run for reelection to the Board.  Despite acknowledging
Hudson’s long history of poor performance, Mr. Marquez did not agree with Mr. Eberwein that such poor performance warranted
a substantial change to Board composition and specifically the addition of two Lone Star Value Nominees on the Board.”

Company Response: Mr. Marquez
did not say that no incumbent Board member was willing to resign from, or not run for reelection to, the Board. Instead, Mr. Marquez
said that the Company’s Board was willing to add Mr. Eberwein, but not Mr. Coleman, to the Board. Mr. Eberwein responded
that he would need to discuss this with his advisors and that he would call Mr. Marquez back the next day, which Mr. Eberwein did
not do (Lone Star’s next communication was to terminate the Standstill Agreement (as defined in the Lone Star Proxy Statement)
and file the Lone Star Proxy Statement on March 18, 2014).

 · “On April 7, 2014, Mr. Eberwein called Mr. Offensend to make
another attempt to reach a mutually-agreeable resolution.  Lone Star Value proposed that Messrs. Coleman and Eberwein
be added to the Board, one incumbent director resigns or agrees not to run for reelection, and the size of the Board is increased
from six to seven members. In previous conversations, Mr. Offensend had indicated that Dan Friedberg, currently Board observer,
may want to join the Board as part of a settlement agreement. In response to Lone Star Value’s proposal, Mr. Offensend, speaking
for himself and not the entire Board, proposed that Ms. Laing and Mr. Dubner resign or not run for reelection, the Board be increased
from six to seven members, Messrs. Friedberg and Eberwein join the Board and a third new member with operating experience be mutually
agreed upon. Mr. Offensend further agreed that Mr. Coleman could be considered to fill the newly created directorship, along with
other candidates proposed by all parties. Lone Star Value acknowledged this proposal as a major step forward in the negotiations,
and Mr. Eberwein informed Mr. Offensend that Lone Star Value would strongly consider this offer.”

Company Response: Mr. Offensend
did not offer a proposal to Mr. Eberwein. Instead Mr. Offensend discussed potential alternatives he would discuss with the Company’s
Board, including Ms. Laing and Mr. Dubner not running for reelection and either Mr. Eberwein and Mr. Friedberg being nominated
or Mr. Eberwein, Mr. Friedberg and a third new member being mutually agreed upon. With respect to the third new member, Mr. Offensend
said that new member would need to have both industry and operating experience and while Mr. Offensend said Mr. Coleman could be
discussed for such position along with other candidates proposed by the parties, Mr. Eberwein acknowledged that Mr. Coleman likely
would not be agreed on by the Company.

U.S. Securities and Exchange Commission

April 29, 2014

Page 5

 · “On April 8, 2014, Mr. Eberwein called Mr. Offensend to inform
him that, after careful consideration, Lone Star Value was verbally accepting the offer Mr. Offensend made on April 7, 2014 because,
in its view, it represented a major step forward for stockholder rights, stockholder value and stockholder representation at Hudson.
Mr. Eberwein suggested that the three potential new members on the Board should have substantial representation on the Board’s
committees, that the Board should form a Strategy Committee and should consider abolishing the Executive Committee given the small
size of the Board and the resulting risk that such Executive Committee could effectively take over major decisions that should
be made by the full Board.  Mr. Offensend stated that he believed Mr. Eberwein’s suggestions were reasonable.”

Company Response: Mr. Eberwein
did not accept an offer from Mr. Offensend because Mr. Offensend had not made an offer. Mr. Offensend only said that if Mr. Eberwein
wanted to pursue the alternatives discussed on April 7, 2014, then Mr. Offensend would discuss them with the Company’s Board.
Furthermore, Mr. Eberwein did not discuss representation on the Board’s committees for all three potential new members; he
only asked about committee representation for himself. Mr. Eberwein also insisted that he be made chair of the Nominating and Governance
Committee. In addition, Mr. Offensend did not state that Mr. Eberwein’s suggestions were reasonable; Mr. Offensend only said
that committee representation could be discussed if the Company’s Board was willing to pursue the alternative for three new
Board members.

 · “On April 10, 2014, Mr. Offensend called Mr. Eberwein to inform
him that the Board rejected the proposed verbal agreement between Mr. Offensend and Lone Star Value. Mr. Offensend stated that
none of the incumbent directors were willing to resign or agree not to run for reelection, and that Mr. Friedberg did not wish
to become a member of the Board at this time. Mr. Eberwein expressed his disappointment that a mutually-agreeable resolution could
not be reached.”

Company Response: Mr. Offensend
and Lone Star did not have a verbal agreement. Instead, the Company’s Board determined after careful consideration not to
pursue the alternative Mr. Offensend and Mr. Eberwein had discussed. Mr. Offensend did not state that none of the incumbent direc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  April 25, 2014

Via E-Mail
John K. Wilson , Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI  53202

RE: Hudson Global,  Inc.
Definitive Additional Materials
Filed April 25, 2014
File No. 000 -50129

Dear Mr. Wilson :

We have reviewed your filing s and have the following comment .
1. Please provide support for the following statements: (i) supposed “flaws in [Lone Star’s]
analysis,” which suggests Mr. Eberwein  does not understand the Company’s business, as
it is unclear to what flaws the Company is referring; (ii) how and why Lone Star’s proxy
statement is “flawed and misleading,” in that it supposedly “vastly overstates” the
Company’s pre -tax losses during Ms.  Laing’s tenure; and (iii) how Lone Star’s proxy
statement “blatantly misrepresents potential settlement discussions with Hudson’s Board.”

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certa in that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the participants are in possession of
all facts relating to the disclosure, they are responsible for the accuracy and adeq uacy of the
disclosures they have made.

Please direct any questions to  Nicholas Panos, Senior Special Counsel, at (202) 551 -3266
or me at (202) 551 -3641.

        Sincerely,

        /s/ Geoff Kruczek

Geoff Kruczek
        Attorney -Advisor
        Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

        April 18, 2014

        VIA EDGAR

    ATTORNEYS
                           AT LAW

        777
        East Wisconsin Avenue

        Milwaukee,
        WI 53202-5306

        414.271.2400
        TEL

        414.297.4900
        FAX

        foley.com

        WRITER’S
        DIRECT LINE

        414.297.5542

        jkwilson@foley.com
        EMAIL

 Re: Hudson Global, Inc.

Preliminary Proxy Statement

Filed On April 11, 2014

  File No. 000-50129

Ladies and Gentlemen:

We
are writing on behalf of our client, Hudson Global, Inc. (the “Company”), in response to the letter from the staff
of the Office of Mergers & Acquisitions of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), dated April 17, 2014, with respect to the above-referenced preliminary
proxy statement (the “Preliminary Proxy Statement”) filed with the Commission on April 11, 2014. Set forth below are
the Company’s responses to the comments raised in the Staff’s letter.  As requested in the Staff’s letter,
we have included the written acknowledgment from each participant named in the Preliminary Proxy Statement as Exhibit A to this
filing.

For
the convenience of the Staff, each of the Staff’s comments is repeated below in italics, and set forth below each such comment
is the Company’s response.

General

 1. Please revise to clarify the effect of broker non-votes
with respect to each proposal. Specifically, indicate, if true, that in a contested election, a broker does not have discretionary
authority to vote on any proposals to be voted on at the meeting regardless of whether such proposals are routine or not.

The Company will revise the disclosure on page
5 of the Preliminary Proxy Statement in its definitive proxy statement by adding the following disclosure to clarify that brokers
will not have discretionary authority to vote on any proposals to be voted on at the Company's annual meeting:

“If
you hold your shares in “street name” through a bank, broker or other nominee, such bank, broker or nominee will vote
those shares in accordance with your instructions. To so instruct your bank, broker or nominee, you should refer to the information
provided to you by such entity. Without instructions from you, a bank, broker or nominee will be permitted to exercise its own
voting discretion with respect to so-called routine matters but will not be permitted to exercise voting discretion with respect
to non-routine matters. If, as expected, our annual meeting involves a contested election, then there will be no routine matters
to be voted on at the annual meeting. Thus, if you do not give your bank, broker or nominee specific instructions with respect
to any of the proposals, your shares will not be voted on such proposals. This is called a “broker non-vote.” We urge
you to provide your bank, broker or nominee with appropriate voting instructions so that all of your shares may be voted at the
annual meeting.”

    Boston

        Brussels

        CHICAGO

        Detroit

    JACKSONVILLE

        LOS
        ANGELES

        MADISON

        MIAMI

    MILWAUKEE

        NEW
        YORK

        ORLANDO

        SACRAMENTO

    SAN
                                         DIEGO

        SAN
        FRANCISCO

        SHANGHAI

        SILICON
        VALLEY

    TALLAHASSEE

        TAMPA

        TOKYO

        WASHINGTON,
        D.C.

U.S. Securities and Exchange Commission

April 18, 2014

Page 2

Election
of Directors, page 5

 2. Please revise to describe Ms. Laing’s present
principal occupation or employment and the name, principal business and address of any corporation or other organization in which
such employment is carried on. See Item 5(b)(1)(ii) of Schedule 14A. Also revise to disclose her business experience during the
last five years. See Item 7(b) of Schedule 14A and corresponding Item 401 of Regulation S-K. .

The Company advises the Staff that Ms. Laing
has been retired since 2007. The Company will revise the disclosure on page 6 of the Preliminary Proxy Statement in its definitive
proxy statement by inserting the following disclosure after the first sentence of Ms. Laing’s biography:

“Ms. Laing has been
retired since 2007.”

Approval
of an Amendment . . ., page 50

 3. The disclosure regarding this proposal discusses amendments
to your articles of incorporation to declassify the board of directors and to modify shareholders’ ability to remove directors.
Please provide us with an analysis that undertakes to explain how including both changes in one proposal is consistent with Exchange
Act Rule 14a-4(a)(3).

The Company advises the Staff that it is incorporated
under the laws of the State of Delaware. Section 141(k) of the Delaware General Corporation Law (“DGCL”) provides that
“Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors…,” but contains an exception to that general rule by providing
that stockholders of a corporation that has a classified board of directors may remove directors only for cause. We have included
the full text of Section 141(k) of the DGCL (as well as Section 141(d) of the DGCL, which is referenced in Section 141(k)) as Exhibit
B to this letter for the Staff’s reference. Because of Section 141(k) of the DGCL, once an amendment to the certificate of
incorporation that would declassify the board of directors of a Delaware corporation becomes effective, such an amendment has the
effect of allowing the stockholders to remove directors with or without cause.

U.S. Securities and Exchange Commission

April 18, 2014

Page 3

As a result of the foregoing, any approved change
to the Company’s certificate of incorporation to declassify the board of directors will require the Company under Section
141(k) of the DGCL to allow stockholders to remove directors with or without cause at the time its board of directors is no longer
classified. Because the proposal to declassify the Company’s board of directors cannot be accomplished without fulfilling
the DGCL’s requirement to modify the ability of the Company’s stockholders to remove directors, the Company believes
that the proposed changes are inextricably intertwined and therefore may be presented as a single proposal. This is consistent
with the guidance set forth in the Compliance and Disclosure Interpretations of the Staff regarding Rule 14a-4(a)(3), published
on January 24, 2014, which provides that in the context of general proxy solicitations, multiple matters that are so “inextricably
intertwined” as to effectively constitute a single matter need not be unbundled.

Proxy
Solicitation, page 52

 4. We note that proxies may be solicited by telephone,
personally and electronic communication. Please be advised that all written soliciting materials, including any scripts to be
used in soliciting proxies must be filed under the cover of Schedule 14A on the date of first use. Refer to Rule 14a-6(b) and
(c). Please confirm your understanding.

The Company acknowledges that it will file all
written soliciting materials, including any scripts to be used in soliciting proxies, with the Commission under the cover of Schedule
14A on the date of first use.

 5. Please provide us with the statement required by Item
5(b)(1)(iii) of Schedule 14A for each participant notwithstanding the absence of a requirement to disclose a negative response
in the proxy statement.

In accordance
with the Staff’s comment, the Company hereby confirms that no participant has been convicted in a criminal proceeding in
the last ten years.

Should you have any questions
relating to the foregoing matters or wish to discuss further any of the responses above, please direct any communications to the
undersigned at (414) 297-5642 or jkwilson@foley.com, or to Benjamin F. Garmer, III at (414) 297-5675 or bgarmer@foley.com.

Very truly yours,

/s/ John K. Wilson

John K. Wilson

cc:	Hudson Global, Inc. Working Group

Exhibit A

April 18, 2014

Mr. Nicholas Panos

Senior Special Counsel, Office of Mergers and Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: Hudson Global, Inc. – Written Acknowledgement
of Participants

Dear Mr. Panos:

This letter is in response to the comment
letter of the staff of Securities and Exchange Commission (the “Commission”) dated April 17, 2014 and is being
filed as an exhibit to the reply.  The participant signatories hereto (each a “participant”), who are participants
in that certain proxy solicitation with respect to the stockholders of Hudson Global, Inc., which is referenced in its preliminary
proxy statement (the “Filing”) filed with the Commission on April 11, 2014, each hereby acknowledges that:

 · The participant is responsible for the adequacy and accuracy of the disclosure in the Filing;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the Filing; and

 · The participant may not assert staff comments as a defense in any proceeding initiated by the Commission or any persons under
the federal securities laws of the United States.

Sincerely,

    By:
    /s/ Manuel Marquez Dorsch

    By:
    /s/ David G. Offensend

    Manuel Marquez Dorsch

    David G. Offensend

    By:
    /s/ Robert B. Dubner

    By:
    /s/ Richard J. Stolz

    Robert B. Dubner

    Richard J. Stolz

    By:
    /s/ John J. Haley

    By:
    /s/ Latham Williams

    John J. Haley

    Latham Williams

    By:
    /s/ David F. Kirby

    By:
    /s/ Steve Zales

    David F. Kirby

    Steve Zales

    By:
    /s/ Jennifer Laing

    HUDSON GLOBAL, INC.

    Jennifer Laing

    By:
    /s/ Manuel Marquez Dorsch

    By:
    /s/ Stephen A. Nolan

    Name: Manuel Marquez Dorsch

    Stephen A. Nolan

    Title: Chairman and Chief Executive Officer

    By:
    /s/ Tracy Noon

    Tracy Noon

Exhibit B

§141 Board of directors; powers;
number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action
without meeting; removal.

* * *

(d) The directors of any corporation organized under this
chapter may, by the certificate of incorporation or by an initial bylaw, or by a bylaw adopted by a vote of the stockholders, be
divided into 1, 2 or 3 classes; the term of office of those of the first class to expire at the first annual meeting held after
such classification becomes effective; of the second class 1 year thereafter; of the third class 2 years thereafter; and at each
annual election held after such classification becomes effective, directors shall be chosen for a full term, as the case may be,
to succeed those whose terms expire. The certificate of incorporation or bylaw provision dividing the directors into classes may
authorize the board of directors to assign members of the board already in office to such classes at the time such classification
becomes effective. The certificate of incorporation may confer upon holders of any class or series of stock the right to elect
1 or more directors who shall serve for such term, and have such voting powers as shall be stated in the certificate of incorporation.
The terms of office and voting powers of the directors elected separately by the holders of any class or series of stock may be
greater than or less than those of any other director or class of directors. In addition, the certificate of incorporation may
confer upon 1 or more directors, whether or not elected separately by the holders of any class or series of stock, voting powers
greater than or less than those of other directors. Any such provision conferring greater or lesser voting power shall apply to
voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or bylaws. If the certificate
of incorporation provides that 1 or more directors shall have more or less than 1 vote per director on any matter, every reference
in this chapter to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of
the directors.

* * *

(k) Any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except
as follows:

(1) Unless the certificate of incorporation otherwise
provides, in the case of a corporation whose board is classified as provided in subsection (d) of this section, stockholders may
effect such removal only for cause; or

(2) In the case of a corporation having cumulative
voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such
director's removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of
directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.

Whenever the holders of any class or series are entitled to
elect 1 or more directors by the certificate of incorporation, this subsection shall apply, in respect to the removal without cause
of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to
the vote of the outstanding shares as a whole.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  April 8, 2014

Via E-Mail
Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

RE: Hudson Global , Inc.
Preliminary Proxy Statement  filed by Lone Star Value Investors, LP,  et al.
Filed on April 7 , 2014
File No. 00 0-50129

Dear Mr. Wolosky :

We have reviewed your filing  and have the following comment .

Proposal Number 1:  Election of Directors, page 11
1. We note your revisions in response to prior comment 4.  Please revise to provide more
detail regarding the “operational turnaround plan,” which shareholder unfriendly
provision s you will attempt to eliminate and how you intend to  structure executive
compensation.  If you do not hav e a specific plan for each of the se actions, please revise to
disclose that fact.  Please also revise to clarify how you intend to address the concern on
page 8 regarding directors’ lack of sufficient stock ownership .

 We urge all persons who are re sponsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the participants are in possession of
all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Please direct any questions to  Nicholas P. Panos , Senior Special Counsel,  at (202) 551 -
3266 or me at (202) 551 -3641.

        Sincerely,

        /s/ Geoff Kruczek

        Geoff Kruczek
        Attorney -Advisor
        Office of Mergers & Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  March 28, 2014

Via E-Mail
Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

RE: Hudson Global , Inc.
Preliminary Proxy Statement  filed by Lone Star Value Investors, LP,
  Lone Star Value Investors GP, LLC, Lone Star Value Management, LLC,
  Jeffrey E. Eberwein, Bradley L. Radoff and Richard K. Coleman, Jr.
Filed on March 19 , 2014
File No. 00 0-50129

Dear Mr. Wolosky :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any am endment to your filing and the information you provide in
response to these comments, we may have additional comments.

Letter to Shareholders
1. The penultimate sentence of the first paragraph implies that the current Board lacks
“appropriate and relevant sk ill sets and a shared objective of enhancing value for the
benefit of all Hudson stockholders .”  Avoid issuing statements  that directly or indirectly
impugn the character, integrity or personal reputation or make charges of illegal,  improper
or immoral conduct without factual foundation.  Provide us with the factual support  for
this assertion .  In this regard, please note that the factual foundation offered  must be
reasonable.  See Note b. to  Rule 14a -9.
2. We note the statements about including “direct stockholder representatives” on the Board
and how your interests are “fully aligned” with the interests of other Hudson stockholders.
Please tell us, with a view towa rd revised disclosure, whether any of the shares over which

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
March 28, 2014
Page 2

 any participant  has beneficial ownership were acquired or are being held for the account of
unaffiliated third parties, such as clients.

Background to the Solicitation, page 4
3. Please refer to the penultimate bullet point on page 5.  The context of the disclosure
“despite Hudson’s long history of poor performance” suggests either :  (1) Mr. Marquez
actually stated that  quoted phrase  to Mr. Eberwein; or (2) the incumbent directors stated
that quoted phrase  to Mr. Marquez , who then relayed it to Mr. Eberwein .  If neither of
these is correct, please revise accordingly.

Reasons for the Solicitation, page 6
4. We note  the concerns listed .  For each,  please revise to clarify how your nominees would
address the concerns  identified .  For example, discuss “the actions that they believe are
necessary to enhance stockholder value,” as mentioned on page 10.  As another example,
explain whether  the nominees seek to be appointed to the Company’s compensation
committee so that compensation practices may be modified  and, if so, how  modified.
While we understand  that a stockholder representative should chair such c ommittee, it
remain s unclear if you mean one of your nominees should be chairman.

We Are Concerned With the Lack of Sufficient Stock Ownership . . ., page 8
5. Please support the characteriz ation  of cash compensation to directors as “genero us.”

Proposal Number 1:  Election of Directors, page 10
6. We noticed the disclosure that “[e]ach of the Nominees may be deemed to be a member of
the Group…for the purposes of Section 13(d)(3)…and accordingly may be deemed to
beneficially own the shares of common stock owned directly by the other members of the
Group.”  Please provide us with a brief legal analysis in support of this statement, or make
revisions to the disclosure to remove the implication that membership in a group alone,
without more, results in shared beneficial ownership among group members.  Ma ke
conforming changes to the section titled “Additional Participant Information” if  necessary .

Quorum; Broker Non -votes; Discretionary voting, page 15
7. The second paragraph indicates that brokers will not have discretionary authority to vote
on any of the proposals included in this filing.  The last paragraph on this page implies
that brokers will have discretionary authority to vote on proposal three.  Please reconcile ,
and disclose the support for any conclusion reached that  in a contested election, a broker
still may retain  discretionary authority to vote on any routine proposals to be  introduced
and voted upon at the meeting .

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
March 28, 2014
Page 3

 Incorporation by Referen ce, page 19
8. If the participants  intend to rely on Rule 14a -5(c), plea se disclose that fact.  Also, please
be advised that we believe reliance on Rule 14a -5(c) before the Company distributes the
information to security holders would be inappropriate.  Alternatively, if a decision is
made  to disseminate the proxy statement prior to the distribution of the Company’s proxy
statement, the participants  must undertake to provide the omitted information to security
holders.  Please advise as to the participants’  intent in this regard.

Solicitation of Proxies, page 17
9. We note that proxies will be solicited by mail, facsimile , telephone, telegraph, Internet, in
person and by advertisements.  Please be advised that all written soliciting materials,
including any scripts to be uses in soliciting proxies mu st be filed under the cover of
Schedule 14A on the date of first use.  Please confirm your understanding.

Form of Proxy Card
10. Refer to the third paragraph of the card in bold and capital letters.  A proxy may confer
discretionary authority with respect to matters as to which a choice is not specified by the
security holder provided that the form of proxy states in bold -face type how it is intended
to vote .  As currently written with bracketed draftin g language, the card does not appear to
specify how the shares will be voted with respect to Proposal  2.  Please revise accordingly.
Refer to Exchange Act Rule 14a -4(b)(1).  Please make corresponding chang es to the
proxy statement itself  to the extent necessary .

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requ ire.  Since the participants are in possession of
all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 In responding to our comments, please provide a written statement from each part icipant
acknowledging that:

 the participant is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with re spect to the filing; and

 the participant may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
March 28, 2014
Page 4

 Please direct any questions to  Nicholas P. Panos , Senior Special Counsel,  at (202) 551 -
3266 or me at (202) 551 -3641.

        Sincerely,

        /s/ Geoff Kruczek

        Geoff Kruczek
        Attorney -Advisor
        Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

Response Letter

 February 12, 2008

 Mr. Robert S. Littlepage, Jr.

 Accounting Branch Chief

 Securities and Exchange Commission

 Division of Corporate Finance

 Mail Stop 3702

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
Hudson Highland Group, Inc.

Item 4.02 Form 8-K

Filed February 4, 2008

File No. 0-50129

Your Letter of February 5, 2008

 Ladies and Gentlemen:

We are responding to your letter of February 5, 2008 to Ms. Mary Jane Raymond regarding your review comments on the subject filing. Our responses are as
follows, numbered in accordance with your comments.

 Comment #1

 We note in the summary provided in the first paragraph under Item 4.02 that you are prorating the expense amount triggered in 2006 over the last two quarters of 2006 and the expense triggered in 2007 over the
first three quarters of 2007. We note your reference to SFAS 5; however, we remain unclear regarding how you determined that this is the appropriate pattern for expense recognition. Please advise us in detail, including references to the GAAP
literature that you have relied upon in supporting your policy. You should explain to us your full consideration of the guidance in EITF 96-18 and EITF 95-08. Also, regarding your SFAS 5 analysis, tell us how you were able to determine it was
probable the Company would achieve the minimum annual earnings thresholds in periods prior to the fourth quarter.

 Response to Comment #1

 The Company considered the accounting guidance in Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business
Combinations” (“SFAS 141”) and Emerging Issues Task Force (“EITF”) Issue No. 95-8, “Accounting for Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business
Combination,” (“EITF 95-8”) at the time of the Company’s purchase of Balance Ervaring op Projectbasis B.V. (“Balance”) in 2005. The Company concluded that any future earn-out payments pursuant to the share purchase
agreement should be recorded as an adjustment of the purchase price. The earn-out formula in the share purchase agreement was based on the Balance business’s achieving certain levels of EBITDA.

 1

 In July 2006, the Company amended the purchase agreement, which changed the earn-out formula to increase the potential
future maximum earn-out payments in 2006 and 2007. Because the selling shareholders became employees of the Company following the purchase and have remained employees since then, and because the incremental payments the Company made under the
amended earn-out formula were in cash, we do not believe the guidance in EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services,” is applicable to the evaluation in question.

 As stated in the Company’s Form 8-K filed on February 4, 2008, the Company has now
concluded that the July 2006 amendment providing for increased earn-out payments represented a new agreement, separate from the original share purchase agreement. Because the new agreement is about a matter involving an organization that the Company
already owned, that agreement is not covered under SFAS 141 (and related interpretations, including EITF 95-8).

 In evaluating the appropriate recognition
pattern of the incremental earn-out obligation, the Company considered the guidance under “Accounting for Contingencies,” (“SFAS 5”), but more specifically the interim accounting considerations provided under Accounting
Principles Board Opinion No. 28, “Interim Financial Reporting” (“APB 28”).

 Under SFAS 5:

 Liabilities should be recorded when probable and estimable.

 Under APB 28:

 1. Paragraph 15.a.

 Costs and
expenses other than product costs should be charged to income in interim periods as incurred, or be allocated among interim periods based on an estimate (emphasis added) of time expired, benefit received or activity associated with the
periods. Procedures adopted for assigning specific cost and expense items to an interim period should be consistent with the bases followed by the company in reporting results of operations at annual reporting dates. However, when a specific cost or
expense item charged to expense for annual reporting purposes benefits more than one interim period, the cost or expense item may be allocated to those interim periods.

 2. Paragraph 16.a

 When a cost that is expensed for annual reporting purposes clearly benefits two or more
interim periods, each interim period should be charged for an appropriate portion of the annual cost by the use of accruals or deferrals.

 2

 3. Paragraph 16.b

 When quantity discounts are allowed customers based upon annual sales volume, the amount of such discounts charged to each interim period should be based on the sales to customers during the interim period in relation
to estimated annual sales. (emphasis added)

 4. Paragraph 17

 The amounts of certain costs and expenses are frequently subjected to year-end adjustments even though they can be reasonably approximated at interim
dates. To the extent possible such adjustments should be estimated and the estimated costs and expenses assigned to interim periods so that the interim periods bear a reasonable portion of the anticipated annual amount. Examples of
such items include inventory shrinkage, allowance for uncollectible accounts, allowance for quantity discounts, and discretionary year-end bonuses. (emphasis added)

 Additionally, because the amounts could be considered analogous to compensation, the Company considered paragraph 17.3 of Accounting Research Manager, Interpretations and Examples, Chapter 17. Employee Stock Options
and Awards and Other Deferred Compensation Plans, which states “When compensation is based on attaining a particular goal over a period of time, such as achieving a specified earnings level for the year, it should be accrued over the period in
relation to the results achieved to date.”

 With the above guidance in mind, the Company allocated the expense over the periods as the results were
expected to be achieved.

 Because the amendment was effective in July 2006, the Company began to record the expense related to the 2006 incremental
earn-out payments after that date. Further, the earnings of the business had been relatively close to budget all year. Our judgment was that it was probable that the full year 2006 EBITDA would be realized and the full amended earn-out would be
earned. Accordingly, we believed the most appropriate allocation of expense would be substantially in proportion to the EBITDA over the two remaining quarters of 2006. In determining the recognition of the expense for 2007, the Company considered
the expected year end financial performance of Balance at the end of each quarter based on year to date results at the time and the evolving estimate for the remainder of the year. The initial budget for EBITDA was €5.6 million, or about
€1.4 million quarterly. The earn-out at this level of EBITDA was €900 thousand compared to the total possible incremental amount of €1.25 million. At September 30, 2007, the actual EBITDA for three quarters was
€4.3 million or roughly 75% of the budgeted EBITDA. The Company expected that pattern of earnings to continue. Using these metrics, the Company’s best estimate was that the 2007 EBITDA would be above the minimum threshold but below an
amount that would trigger the maximum earn-out payment.

 In the fourth quarter of 2007, Balance achieved an unexpected increase in EBITDA to
€1.6 million, in comparison to €4.3 million achieved through the first nine months. As a result of the fourth quarter increase, the maximum incremental earn-out amount would be paid for 2007. Applying this method resulted in
recording 18% of the ultimate earn-out payment in each of the first three quarters of 2007, with the balance recognized in the

 3

fourth quarter of 2007. This pattern represents the Company’s best estimate as of the end of each quarter of the amount that would have been probable of
being ultimately paid, recognized in relation to the results achieved to each reporting date.

 Comment #2

 Refer to the fourth paragraph under Item 4.02 of your Form 8-K, regarding material weaknesses in internal control over financial reporting of your accounting for
acquisitions at December 31, 2006. Tell us how you were able to provide true and accurate Item 9A disclosures regarding Controls and Procedures in your 2006 Form 10-K. The material control weakness disclosed in the Form 8-K appears to
indicate that you may lack the necessary disclosure controls and procedures, as well as the internal controls necessary to provide true and accurate Item 9A disclosures. Please advise.

 Response to Comment #2

 The Company believed it had the
appropriate controls and procedures at the time it filed its Form 10-K for 2006. The Company did not believe the accounting for the incremental earn-out payments was incorrect at that time and therefore did not identify or disclose the material
weakness as of December 31, 2006 in the Form 10-K and its effect on the related Item 9A disclosures. The Company did not determine it needed to restate its 2006 financial statements or that it had a material weakness at December 31,
2006 until February 2008.

 The following is a summary of the process performed by the Company and controls in place at the time of the amendment to the
purchase agreement that supports why the Company believed there was not a deficiency in controls at the time of filing the 2006 Form 10-K.

 The Company
closed the purchase of Balance in August 2005. Negotiations between the Company’s European business team and the sellers of Balance that resulted in the July 2006 amendment began in the December 2005/January 2006 time period. The Company’s
European business team engaged the appropriate corporate personnel early in the process to discuss the purpose of the amendment. Drafts of the amendment to the share purchase agreement were discussed and reviewed by appropriate accounting personnel
of the Company, including the Company’s Director of SEC Reporting, with the proposed final document being reviewed by the Director of SEC Reporting and the Vice President and Corporate Controller (the Chief Accounting Officer) prior to the
Company entering into the amendment. The Company also re-reviewed the original share purchase agreement and consulted what it believed to be the relevant sections of U.S. generally accepted accounting principles. The Company concluded that
(a) the amendment could be considered integral to the purchase agreement and interpreted under SFAS 141, (b) the amendment did not change the non-compensation nature of the existing earn-out payments if considered under EITF 95-8 as the
factors evaluated under 95-8 did not change and the amendment required no term of continuing employment of the sellers/current employees for any part of the earn-out, and (c) the higher maximum earn-out amount in 2006 and 2007, about 10 percent
of the purchase price, was still within the

 4

range of the estimated value of Balance at the time of the acquisition. As such, the Company concluded at the time that recognition as additional purchase
price was the correct accounting. During the Company’s process of determining its accounting, prior to entering into the amendment, the Company sent a draft of the amendment and the Company’s conclusion as to the accounting treatment to
the audit partner and audit manager at its independent registered public accounting firm. The independent auditors did not respond at that time and did not raise any questions with the Company’s conclusion as to the accounting treatment until
the 2007 year end close. In summary, the Company followed what it considered to have been effective procedures at the time to understand the transaction and to assess and document the appropriate accounting for it in a timely manner.

 While the Company now acknowledges that the conclusion reached at the time was incorrect, the Company had and used a process throughout 2006 for evaluating the
transaction that resulted in information about the amendment required to be disclosed by the Company being accumulated and communicated to the Company’s management. The Company did not become aware that there had been a material weakness in
this process until February 2008 when the Company concluded as to the proper accounting in connection with the calculation of the year end 2007 accrual for the earn-out and related discussion with its independent registered public accounting firm.

 The Company will restate its 2006 financial statements for this error in the Company’s Form 10-K for 2007, which the Company expects to file the last
week of February or the first week of March 2008. In item 9A of that filing, the Company will disclose the conclusion that there was a material weakness as of December 31, 2006, the related adverse effect on its disclosure controls and
procedures, and that the material weakness has subsequently been remediated.

 Comment #3

 Also, regarding your Item 9A disclosures in the 2006 Form 10-K, tell us why you did not disclose the material weaknesses noted in this Form 8-K. Tell us the date you
completed the evaluation of the controls and procedures.

 Response to Comment #3

 The Company completed its evaluation of the controls and procedures in March 2007 for the year ended December 31, 2006. As discussed above in Response to Comment #2,
we did not determine there was a material weakness at December 31, 2006 until February 2008.

 Comment #4

 We note from the Form 8-K that the material weakness had been subsequently remedied as a result of your engagement of external accounting experts over complex accounting
matters since the second half of 2007. In this regard, tell us why you did not disclose any changes to your internal controls under Item 4 within subsequent Forms 10-Q.

 5

 Response to Comment #4

 In general, the Company’s engagement of external accounting experts to review complex accounting matters represents a natural evolution of its controls in parallel with the evolution of the Company. The Company typically evaluates its
controls each quarter and modifies them to match the business needs to maintain a level of controls commensurate with the Company’s business activities.

 In the third quarter of 2007, the Company began to consider transactions of a more complex nature than it had in the past. While the Company used outside experts to consider the accounting for a number of transactions, none of the more
complex transactions were completed within the third quarter. Several transactions in the fourth quarter of 2007 came nearer to completion or were completed, and, accordingly, the Company increased its use of external accounting experts during that
period to review the related accounting matters for the Company’s use in forming its conclusions. As such, the Company began this enhancement prior to knowing it had a material weakness. The Company expects such consultations to continue in
future periods on an as-needed basis.

 Because the Company believes that part of its control structure is to continuously refine its controls to match the
Company’s circumstances, the Company did not believe the improvement in this control area materially affected, or was reasonably likely to materially affect, the Company’s internal controls over financial reporting. In light of the
increased use of outside experts to evaluate the accounting for complex transactions completed in the fourth quarter, the Company considers the use of such experts to be a material change and will disclose it as such in Item 9A in the 2007 Form
10-K.

 Further, in accordance with your request, we acknowledge that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE
Mail Stop 3720

        February 5, 2008

Via U.S. Mail

Ms. Mary Jane Raymond Executive Vice President and Chief Financial Officer Hudson Highland Group, Inc. 560 Lexington Ave., New York, NY 10022
Re:   Hudson Highland Group, Inc.
Item 4.02 Form 8-K
Filed February 4, 2008               File No. 000-50129

Dear Ms. Raymond:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to the comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone number listed at the end of this letter.   1. We note in the summary provided in the first paragraph under Item 4.02 that you are prorating the expense amount triggered in 2006 over the last two quarters of 2006 and the expense amount triggered in 2007 over the first three quarters of 2007.  We note your reference to SFAS 5; however, we remain unclear regarding how you determined that this is the appropriate pattern for expense recognition.  Please advise us in detail, including references to the GAAP literature that you have relied upon in supporting your policy.  You should explain to us your full consideration of the guidance in EITF 96-18 and EITF 95-08.  Also, regarding your SFAS 5 analysis, tell us how you were able to

Hudson Highland Group, Inc.
February 5, 2008
Page 2
determine it was probable the Company would achieve the minimum annual earnings thresholds in periods prior to the fourth quarter.
 2. Refer to the fourth paragraph under Item 4.02 of your Form 8-K, regarding material weaknesses in internal control over financial reporting of your accounting for acquisitions at December 31, 2006.  Tell us how you were able to provide true and accurate Item 9A disclosures regarding Controls and Procedures in your 2006 Form 10-K.  The material control weakness disclosed in the Form 8-K appear to indicate that you may lack the necessary disclosure controls and procedures, as well as the internal controls necessary to provide true and accurate Item 9A disclosures.  Please advise.

3. Also, regarding your Item 9A disclosures in the 2006 Form 10-K, tell us why you did not
disclose the material weaknesses noted in this Form 8-K.  Tell us the date you completed the evaluation of the controls and procedures.

4. We note from the Form 8-K that the material weakness had been subsequently remedied
as a result of your engagement of external accounting experts over complex accounting matters since the second half of 2007. In this regard, tell us why you did not disclose any changes to your internal controls under Item 4 within the subsequent Forms 10-Q.

*    *    *    *

As appropriate, please amend your filing and respond to the comment, via EDGAR,
within five business days or tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

Hudson Highland Group, Inc.
February 5, 2008 Page 3

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
 If you have any questions, please call Andrew  Mew, Senior Staff Accountant at (202)
551-3377.
          S i n c e r e l y ,
Robert S. Littlepage, Jr.
 Accounting Branch Chief

Mail Stop 3720

       March 22, 2007

Ms. Mary Jane Raymond
Chief Financial Officer
Hudson Highland Group, Inc.
622 Third Avenue
New York, NY 10017

 Re: Hudson Highland Group, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2005
  Filed March 15, 2006
  File No. 0-50129

Dear Ms. Raymond:

 We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

Mail Stop 3720

       October 24, 2006

Ms. Mary Jane Raymond
Chief Financial Officer
Hudson Highland Group, Inc.
622 Third Avenue
New York, NY 10017

 Re: Hudson Highland Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
  Filed March 15, 2006

  Form 10-Q/A for Fiscal Quarter Ended March 31, 2006
Form 10-Q for Fiscal Quarter Ended June 30, 2006
  File No. 0-50129

Dear Ms. Raymond:

We have reviewed your filings and have the following comments.  We have
limited our review of your filings to those issues we have addressed in our comments.
Please address the following comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Ms. Mary Jane Raymond
Hudson Highland Group, Inc.
October 24, 2006 Page 2
Form 10-Q/A for Fiscal Quarter Ended March 31, 2006

Note 2 – Restatement of the First Quarter 2006, page 8

1. Describe for us in more detail the nature of the errors occurring in the quarter ended March 31, 2006 and tell us how you identified the period to which these adjustments related.

Form 10-Q for Fiscal Quarter Ended June 30, 2006

Note 2 – Basis of Presentation and Description of Business, page 7

First Quarter 2006 Restatement and Related Matters, page 7

2. Please address the following items regarding your adjustments recorded in the quarter ended June 30, 2006:
• Explain to us in more detail why it was impracticable to determine the applicable prior period to which the adjustments to receivables and revenue of $923,000 relate.
• Provide us with your analysis supporting your determination that the adjustments of $643,000 attributable to 2005 were considered immaterial to the applicable quarterly and annual period, including quantitative and qualitative factors.
• Clarify for us why you recorded these prior period adjustments in the quarter ended June 30, 2006.  In this regard, we note that the nature of the adjustments and the amounts were determined at the time of filing your amended Form 10-Q for the quarter ended March 31, 2006.
• Tell us whether the adjustments recorded in the quarter ended June 30, 2006 were caused by the same factors that led to the restatement of the financial statements for the quarter ended March 31, 2006.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

Ms. Mary Jane Raymond
Hudson Highland Group, Inc.
October 24, 2006 Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.

You may contact Melissa Hauber, Senior  Staff Accountant, at (202) 551-3368 or
Carlos Pacho, Senior Assistant Chief Accountant, at (202) 551-3835 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Letter to the SEC

 Hudson Highland Group, Inc.

 March 12, 2007

 Mr. Larry Spirgel

 Assistant Director

 Securities and Exchange Commission

 Division of Corporate Finance

 Mail Stop 3702

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
Hudson Highland Group, Inc.

 For 10-K for Fiscal Year
Ended December 31, 2005

 Filed March 15, 2006

 Form 10-Q/A for Fiscal Quarter Ended March 31, 2006

 Form 10-Q for Fiscal Quarter Ended June 30,
2006

 File No. 0-50129

 Further to your Letter of February 6, 2007

 Ladies and Gentlemen:

 We are writing in response to your request for our detailed numerical SAB 108 analysis, following your receipt of our March 5, 2007 response to your letter of February 6, 2007 to Ms. Mary Jane Raymond.

 Background of our SAB 108 Items

 The company
will present two items under SAB 108 in its 2006 Form 10K:

•

 To correct the accounting for the free rent period for a lease in London

•

 To move the $923,000 related to indeterminate periods from the second quarter of 2006

 The company describes the nature and analysis on each item below, and then presents the combined quantitative analysis.

 The free rent period in the UK lease

 The U.K. lease was entered into in April 2001 and has a term of twenty years. The lease had a standard free rent period of 9 months with a rental value of $2.4 million, at the prevailing foreign exchange rate. It was
incorrectly amortized over a four and a half year period, until the first rent review date, rather than the full lease term of 20 years as required. A rent review date is a point in time where the rent is reviewed and can be adjusted based on
negotiations between the parties, however it does not present an opportunity to break the lease without significant cost to the lessee and therefore does not represent an end point to a lease term under FASB 13. The error was discovered during the
fourth quarter of the year ended December 31, 2005 and the 2005 statement of operations was corrected, to reflect an approximate $147,000 credit to occupancy expense, compared to the approximate $420,000 credit that would have been recorded
based on the four and a half year period under the methodology used in 2001—2004. The understatement of expense (through the overstatement of the free rent amortization credit) for the years ended December 31, 2004, 2003, 2002 and 2001 was
$510,000, $454,000, $510,000 and $370,000, respectively. This resulted in a cumulative understatement of a deferred rent liability as of December 31, 2004 totaling $1,844,000. The variance in the year to year expense is the result of
fluctuations in the foreign currency exchange rates between the U.S. Dollar and U.K. Sterling. Since the income statement was corrected in 2005 the cumulative misstatement was also $1,844,000 as of December 31, 2005.

 After a discussion with our Audit Committee, we concluded that the errors in the individual prior years were not considered material to the reported losses in those
years using the rollover method which focuses on the impact of the error on the current year’s income statement and, accordingly, those results therefore were not restated.

 The numerical analysis for this item is set forth below on page 4 of this letter.

 The $923,000 unbilled receivables
amount of indeterminate periods

 The company has already documented for the Staff of the Securities and Exchange Commission in the Office of Chief
Accountant of the Division of Corporation Finance (the “Staff”) the details of how the company uncovered and researched in detail the unbilled receivables accounts in Hudson Americas. After extensive reviews involving teams of outside
experts, the company was unable to determine the period or periods of origin for the $923,000. Management has represented to the Staff that we believe that this amount did not originate in 2005 or 2006, nor increase to any material extent in
2005 nor 2006, based on the nature and extent of the analysis we performed. In applying that position in a SAB 108 analysis, we first considered what would have been our evaluation of the misstatement had we been aware of it at the end of 2005.
Since we have no basis to estimate how much of the $923,000 may have arisen in 2005 and 2006, after determining that it was unlikely to have originated in 2005 or 2006, for SAB 108 purposes we assumed the amount originated prior to 2005 and
therefore the balance sheet would have been overstated by approximately $923,000 as of the end of 2005 and 2004. In applying the rollover method for 2005, and using that assumption, would therefore have led to the conclusion that the 2005 income
statement was not misstated by any portion of the $923,000.

 2

 We of course realize that the analysis described above and set forth below with respect to the $923,000 error is based on
certain assumptions, though we believe it to be materially accurate due to the extensive substantive tests conducted to find the amount and already documented for the Staff. We considered how inaccurate would the analysis have to be before we would
be making an inappropriate evaluation under the rollover method for 2005 and for SAB 108. Our reasoning proceeded as follows:

•

 Generally speaking, we are more confident that the $923,000 did not arise in a given period, the more recent that period is, up to and including the 5 months ended
May 31, 2006

•

 Given the testing performed during the 5 months ended May 31, 2006 and the 6 months ended December 31, 2005, we have the highest level of comfort that a
material amount of the $923,000 did not arise in either of these periods

•

 Given that the first 6 months of 2005 was a period in which revenue was being processed under our old system, and that system had already undergone a year of
successful testing and evaluation pursuant to Section 404 of the Sarbanes Oxley Act (“SOX 404”), we were similarly confident that a material amount of the $923,000 did not arise in that period

•

 Since 2004 was our first year of testing and compliance under SOX 404, we are reasonably confident that a material amount of the $923,000 did not arise in that
year, although we acknowledge this was a year of some internal control enhancements due to the first application of the SOX 404 standards

•

 The year ended December 31, 2003, being the first year end after the spin-off, was a year of transition and therefore our confidence that a material portion of
the $923,000 did not arise in this period is less than for the subsequent periods

•

 Finally, as we have noted in prior correspondence, dated March 5, 2007, a material portion of the $923,000 most likely originated prior to the spin-off on
March 31, 2003 due to our being able to find no indication of the nature of this amount

 After considering the above evaluation, we
are comfortable that the conclusion drawn from the portion of the following SAB 108 analysis relating to the $923,000 would not have been different if the origin of the $923,000 were known with any greater certainty.

 Assessment of combined misstatement under SAB 108

 Taking into
account both the UK lease and the unbilled receivables misstatement described above, the company made the following combined analysis of these two misstatements under SAB 108. For purposes of performing this analysis for the effect on 2004, we have
assumed that as much as 50% of the $923,000 might have arisen during 2004, such that the related misstatement at the beginning of 2004 was $462,000. We feel this is a reasonable, but probably conservative assumption for purposes of this evaluation,
given our above noted observation regarding internal controls during that year. We also note that neither of these misstatements had any related income tax effects because in each of the tax jurisdictions the company was in a net operating loss
position at the time and the related deferred tax asset had a full valuation allowance.

 3

 ($ amounts in 000s)

2005

2004

2003

 Cumulative lease misstatement at the end of the year

$
1,844

$
1,844

$
1,334

 AR misstatement at the end of the year

923

923

462

 Total misstatement at the end of the year

$
2,767

$
2,767

$
1,796

 Cumulative lease misstatement at the beginning of the year

$
1,844

$
1,334

$
880

 AR misstatement at the beginning of the year

923

462

462

 Total misstatement at the beginning of the year

$
2,767

$
1,796

$
1,342

 Misstatement in the year net of rollover

$
—

$
(971
)

$
(454
)

 Net income (loss) for the year

$
201

$
(30,285
)

$
(332,526
)

 Misstatement as a percentage of net income (loss)

0.0
%

3.2
%

0.1
%

 Net assets at the end of the year

$
132,454

$
83,734

$
69,361

 Misstatement of ending balance sheet as a percentage of net assets

2.1
%

3.3
%

2.6
%

 Based on this analysis, we believe that the effect of using the rollover method on the net income of the
respective years was immaterial and the related cumulative impact on the balance sheet was also immaterial.

 Further, to reconfirm, we acknowledge that:

•

 The company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

 The company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 We appreciate your consideration of the response. I am available to discuss these matters and can be contacted at
(212) 351-7232.

 Sincerely,

 /s/ Mary Jane Raymond

Mary Jane Raymond

Executive Vice President & Chief Financial Officer

 4

CORRESP
1
filename1.htm

Response Letter

 Hudson Highland Group, Inc.

 March 5, 2007

 Mr. Larry Spirgel

 Assistant Director

 Securities and Exchange Commission

 Division of Corporate Finance

 Mail Stop 3702

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
Hudson Highland Group, Inc.

 For 10-K for Fiscal Year
Ended December 31, 2005

 Filed March 15, 2006

 Form 10-Q/A for Fiscal Quarter Ended March 31, 2006

 Form 10-Q for Fiscal Quarter Ended June 30,
2006

 File No. 0-50129

 Your
Letter of February 6, 2007

 Ladies and Gentlemen:

 We are
writing in response to your letter of February 6, 2007 to Ms. Mary Jane Raymond regarding your review comments on the subject filings as well as our discussions with various members of the Staff of the Securities and Exchange Commission in
the Office of Chief Accountant of the Division of Corporation Finance (the “Staff”). Our responses are as follows, numbered in accordance with your comments.

 Comment #1

 Form 10-Q/A for Fiscal Quarter Ended March 31, 2006

 Note 2 – Restatement of First Quarter 2006, Page 8

 We note your
response to prior comment 1. Please explain for us in more detail the terms and intent of your policy regarding cancellations and address the following items:

•

 Tell us what you mean by your statement that you “generally agree” to find a replacement candidate. Do your agreements with all of your clients specify
this obligation? What are the client’s rights and your obligations if you are unable to successfully locate a suitable replacement client? Are there differences in your obligations if the client terminates the employment versus if the candidate
leaves voluntarily?

•

 Tell us how you considered the guidance in SAB 104 in determining whether your policy of recommending replacement candidates constitutes a customer acceptance
provision that would preclude the recognition of revenue until the 90 day term had passed.

•

 It is unclear to us how you record your allowance for cancellations. Clarify for us to what account you record the offset to revenue. Since you do not provide
refunds, but provide a replacement candidate, tell us how you account for the costs associated with locating and referring the replacement.

 Response to Comment #1

 First bullet point - Term of “generally agree” to find a replacement

 Our use of the term “generally agree” to find a replacement candidate is based on our contractual responsibility to “locate and refer”,
at no additional fee, a replacement for a candidate that has resigned or has been terminated by our client for reasons of performance within the contract limits (up to 90 days from their first day of employment) if certain criteria are met. Those
criteria include:

•

 The fee is paid by the client.

•

 Client notifies us in a timely manner. This can vary by contract, but is not more than 45 days after departure.

•

 The job specifications as to location, remuneration or reporting relationship have not changed materially.

•

 There is no client misrepresentation or misconduct.

•

 There is no client change in control.

 There are no
differences in our obligations if the client terminates the employment for reasons of performance versus if the candidate leaves voluntarily.

 The client
is contractually obligated to pay the placement fee, even if we are not able to locate a replacement candidate. However, in the rare instance where we cannot find a suitable replacement candidate, we may decide for client relationship purposes not
to pursue collection and to issue a credit to the client’s account or to issue a refund if payment was already received. Of our 1,500 placements in 2006, credits or refunds were issued in only a nominal number of cases. Refunds account for
approximately 8 to 10 percent of the total reserve.

 Second bullet point - SAB 104 guidance

 In considering the customer acceptance provision in SAB 104, it is important to understand the process of identifying the original candidate. In that regard, we perform
research to determine whether candidates meet the specified criteria our clients are looking for and we present candidates to our clients for their own evaluation as to whether the candidates meet their specifications. A client interviews and
evaluates the

 2

candidate before making an offer of employment. We believe that this due diligence and consequent offer to the candidate by the client indicates the client
has accepted the candidate at that time.

 We believe our accounting relative to the acceptance provision in our contracts is supported by the situation
discussed in SAB 104, section A3b, Question 1, Interpretive Response (b) Acceptance provisions that grant a right of return or exchange on the basis of subjective matters. Based on an annual volume of approximately 1,500 placements, we
believe there is a sufficient company-specific historical basis (a large volume of homogeneous transactions) upon which to reasonably estimate the cancellations (defined as when a candidate leaves within the first 90 days subsequent to the date of
employment with a client). We use the term of “cancellations” to mean all cases in which we would be required to “locate and refer” a replacement candidate, including the rare event of a refund. Our experience with cancellations
is that they occur in approximately 5% to 6% of the placements. We also note that there have been no significant fluctuations in cancellations as a percent of Americas’ permanent placement revenue. Therefore, we believe our reserve estimation
process is reasonably reliable.

 Third bullet point - Recording of allowance for cancellations:

 In calculating our historical cancellation percentage, as noted above, we review an 18 month history of cancellations upon which we base our allowance as of a given
reporting date. For this 18 month history, we analyze our experience of actual cancellations occurring for the months subsequent to the original placement. We have observed a declining pattern of cancellations in the months following the placement,
a pattern which we apply in computing our allowance. This reserve is based on the level of permanent placement revenue in the last quarter because the vast majority of cancellations occur within 90 days of initially recognizing the revenue. We
periodically adjust this cancellation allowance based on our experience factor. This allowance is computed at each quarter end and is presented as a reduction of receivables, with any changes in the level of the reserve being recorded as an
adjustment to revenue in the related period. When a specific cancellation occurs, we reverse that revenue and the revenue is reinstated on acceptance of the replacement candidate. The total reserve for cancellations at December 31, 2006 and
2005 totaled approximately $347,000 and $331,000, respectively for Hudson Americas.

 We also reviewed the issue of costs associated with “locating and
referring” a replacement candidate and determined that those costs were de minimis. The largest costs associated with placements are commissions to our consultants and these commissions are only paid once per placement - when the client pays us
– and not on the replacement of the candidate. The other costs associated with the business are almost all fixed and are not affected by the work to find a replacement candidate. We record our allowance based upon the revenue value, not the
cost of replacements, because while the cancellation rate is predictable in the aggregate the dollar value of credits is less predictable.

 3

 Comment #2

 Form 10-Q for Fiscal Quarter Ended June 30, 2006

 Note 2 – Basis of Presentation and Description of Business, page 7

 First Quarter 2006 Restatement and Related Matters, page 7

 Regarding your adjustment of $643,000, we note your response to prior comment 2, in which you state that you view your 2005 results as a break-even year. Given that your projected results for 2006 show net income of a similar level to 2005,
we do not agree with your analysis. It appears to us that the results achieved for 2005 and 2006 may establish a new trend, in which you achieve limited profitability. Note that in his speech given at the 2006 AICPA National Conference on Current
SEC and PCAOB Developments, Todd Hardiman suggested that, “it may be difficult to objectively support the most recent completed fiscal year is in fact break even year, particularly when the evidence indicates that the registrant’s
turnaround will involve multiple years…” As a result, we do not believe that you should consider 2005 as a break-even year in your quantitative analysis of materiality of this adjustment. Due to the materiality of this adjustment, we
believe that you should amend your financial statements for the year ended December 31, 2005 to reflect this error. Please revise and advise.

 Response to Comment #2

 We have considered your suggestion that the results achieved for 2005 and 2006 may establish a new trend in
which we achieve limited profitability. We believe that our results have significantly improved over a five year trend, including our budgeted expectations for 2007 results, and that the two years at a break even level (2005 and 2006) are not an
indication of a new trend. We believe that the results in 2005 and 2006 are points in a long-term trend of five to seven years, as opposed to a new trend in and of itself.

 However, we realize that our results from continuing operations for 2006 were essentially at a break-even and that the inclusion of the $643,000 item in 2006 results changes our results from an income to a loss
position. In light of that fact, we will restate our third and fourth quarter 2005 results, as well as our second quarter 2006 results to reflect the $643,000 in its proper periods. As we discussed with the Staff, we will present the restatement of
the 2005 and 2006 results in our 2006 Form 10-K, with all amounts that have been affected by this restatement indicated as such. We also will include the proper footnote references regarding the restatement in our 2006 Form 10-K. We expect to file
our 2006 Form 10-K with the Securities and Exchange Commission on or before March 16, 2007. We will indicate in our 2007 Form 10-Q filings any financial statements that have been affected by this restatement.

 4

 Comment #3

 Regarding your adjustment of $923,000, we note your response to prior comment 2. While we understand the complexities of recreating balances for prior periods, we believe that you should be able to determine the portion of the $923,000
error that related to fiscal year December 31, 2005. Please reassess the nature and origin of the error and tell us the amount that should have been recorded in the year ended December 31, 2005. If you can determine that none of the error
related to this period, please make this assertion for our consideration.

 Response to Comment #3

 We expected our work procedures, which we conducted during our review in the second and third quarters of 2006, to explain the nature and details of the $923,000, which
related to unbilled receivables, because we had designed the procedures to specifically explain the nature and timing of all amounts.

 We conducted
extensive work procedures with the goal of identifying the nature and timing of the $923,000. They are summarized below:

•

 First, we attempted to prevent material errors at December 31, 2005 itself.

 To close our books and perform our management testing of internal control over financial reporting for third and fourth quarter of 2005, we designed routine manual
validation procedures that were substantive and detailed. We created an internal task force at the end of third quarter 2005 and engaged an outside consulting firm to assist us in two specific evaluations: first, extracting the data to reconcile the
data from the field operations with the data in the accounting ledgers; and second, in validating system transfers between the individual system modules, for example between the front office or operational modules to the billing module. Our testing
of the flux analysis consisted of examining variances of $250,000 or 10% of the initial balance. This was a very detailed review to give us comfort that our financial statements were accurate at December 31, 2005. We determined at
December 31, 2005 that the controls, including these manual validation procedures, were satisfactory to prevent or detect errors that might occur. We reviewed this work verbally with our Audit Committee.

•

 Second, we subsequently re-reviewed this work, the work that supported the December 31, 2005 balances, in the May to August 2006 time period.

 We wanted to see if subsequent facts allowed us to see flaws in our procedures. We reexamined the work we
submitted to the external auditors. We asked the external auditors, as well as a team of outside accounting consultants to critique the procedures we used at the time to be sure we were thorough. We determined that the methods we used would have
found amounts of $250,000 or more and would have detected growing balances of over 10%, including several $100,000 entries growing $10,000 or $15,000 per year.

 5

•

 We performed a roll forward from December 31, 2005 to June 30, 2006 on a month by month basis of the accounts receivable control accounts.

 Transactions moving through these control accounts were reviewed as to content and appropriateness. Monthly entries were traced to
source documents and manual journal entries over $250,000 were scrutinized and tested. We were not able to identify any matters that affected or shed further light on the ultimate $923,000 unsubstantiated balance.

•

 Finally, we examined the results of a large operational billing project underway.

 The unbilled accounts receivable balance at December 31, 2005 was about $34 million. By the end of the second quarter of 2006, only $555,000 of 2005 transactions
remained. Because the second quarter ended on June 30, 2006, and the close of second quarter happened over the July period, this operational work was happening and producing these results at the same time we were investigating the nature and
source of this $923,000. As we billed almost the entirety of the $34 million unbilled amount, and had begun to collect a substantial amount of it, nothing came out of the process to bill and collect the older unbilled amounts which would have
indicated that were any errors in the unbilled that could aggregate to $923.000.

 After the completion of the procedures, we were still unable to determine
with certainty to what fiscal period or periods the $923,000 error related. We recorded a valuation reserve for this amount because we could not support it as a valid receivable at that time. We recorded this in the second quarter of 2006 under the
logic that previously undiscovered errors, which occurred in indeterminable prior period(s), should be recorded in the period in which they were discovered.

 At the time, we did consider several alternatives as to how to record the adjustment for this remaining unexplained difference of $923,000.

•

 We considered recording the error in 2005 because we already had identified other amounts (the $643,000) that were in error from that period. However, based on a
careful consideration of the results of the work performed, we considered that it was unlikely that this amount belonged in 2005.

•

 We considered recording the error in the first quarter of 2006 because we were about to restate that quarter. We had no evidence it belonged there either, and
therefore did not record it in the first quarter of 2006.

•

 We also considered undertaking a transaction by transaction rebuild from the accounting ledgers for 2005 and 2004. This would entail a procedure involving over
100,000 transactions per year, with an estimated cost of $2.5 million for each year, based upon the costs that we had incurred to that point in our work completed between May a

CORRESP
1
filename1.htm

January 24, 2007

Mr. Larry Spirgel
Assistant Director

Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 3702
100 F.
Street, N.E.
Washington, D.C. 20549

Re:
Hudson
Highland Group, Inc.
For 10-K for Fiscal Year Ended December 21, 2005
Filed March 15, 2006

Form
10-Q/A for Fiscal Quarter Ended March 31, 2006
Form 10-Q for Fiscal Quarter Ended June
30, 2006
File No. 0-50129

Your
Letter of January 9, 2007

Ladies and Gentlemen:

We are writing in response to your
letter of January 9, 2007 to Ms. Mary Jane Raymond regarding your review comments on the
subject filings. Our responses are as follows, numbered in accordance with your comments.

Comment #1

Form 10-Q/A for Fiscal
Quarter Ended March 31, 2006

Note 2 – Restatement
of First Quarter 2006, Page 8

1.
We
note your response to prior comment 1 and your definitions of permanent
               placement revenue and permanent placement fall off. Tell us the terms of
your                agreements with your clients regarding the permanent placement of
candidates and                the timing of your obligations and rights under the
contracts. Please describe                for us your basis in the accounting literature
for your policy of recording                permanent placement revenue at the time of
acceptance of the offer of                employment. Tell us why you believe it is
appropriate to recognize this revenue                prior to the candidate beginning
work with your client.

Response to Comment #1

        Terms
of agreement with our clients on permanent placement

Our terms are typical for the
industry. Our terms for permanent placement revenue in the Americas reporting segment
(approximately $30 million in annual revenue, or 6.8% of the 2005 total for that segment)
are as follows:

•
Fee
is between 20 percent to 30 percent of the first year salary of the candidate depending
on the level and complexity of the role of the position.

•
Our
work is complete at the time the candidate accepts the client’s offer, and payment
is then due per our standard payment terms, typically net 10 days from such acceptance.

•
Fees
are not refundable.

•
If
the candidate leaves within the first 90 days subsequent to the date of employment with a
client (a cancellation), we generally agree to locate and refer a replacement candidate
at no additional fee if the client has paid the fees and the client informs us within
approximately 15 days.

We record revenue net of an
approximate 5 percent cancellation provision. This estimate is based on historical actual
cancellations observed over a large set of homogeneous transactions.

        Basis
in the Accounting Literature for Our Policy of Revenue Recognition

We use Staff Accounting Bulletin No.
104 (SAB 104) as our authoritative source for our policy of revenue recognition. Using the
four basic criteria of SAB 104, our analysis has been:

1
Persuasive
evidence of an arrangement exists.
We begin work on a placement through a variety of
sources, including reviewing public job posting boards and directly marketing candidates.
As is typical in the industry, we initiate this work at our own risk. Upon our presenting
a candidate in whom a client has interest, we agree with the client on the terms of
payment, including that payment is due from the client at the time of a
candidate-accepted offer.

2
Delivery
has occurred or services have been rendered.
The criterion for delivery is the acceptance
by the candidate of an agreed offer from the client. The acceptance of the offer by the
candidate is documented in writing. We record no revenue until this has occurred.

3
Seller’s
price to the buyer is fixed or determinable
Our fee level is set at various points in
the process depending on the relationship with the client, but in any event, the fee is
set by the time the candidate accepts the offer from the client. At the time of
delivery, the accepted candidate offer contains the first year salary. We record no
revenue before the salary is known and the calculation (the first year salary multiplied
by the percentage agreed) can be made.

4
Collectibility
is reasonably assured
We review the payment history of our clients and record revenue
for clients with good payment history. We also perform credit checks for new clients. In
cases where we believe collectibility is not reasonably assured, we record the revenue on
a cash basis. Collectibility has not been a significant issue historically.

We also note that our policy on
revenue recognition for contingent permanent placement is consistent with several of our
competitors, including Robert Half and Diversified Corporate Resources Inc. among others.

Comment #2

Form 10-Q for Fiscal
Quarter Ended June 30, 2006

Note 2- Basis of
Presentation and Description of Business, page 7

First Quarter 2006
Restatement and Related Matters, page 7

2.
We
note your response to prior comment 2 and have the following additional
          comments:

•
With
regards to the adjustment of $923,000, describe for us in more detail why you were not
able to determine the appropriate period to which the unbilled accounts receivable
related. Clarify whether this un-reconciled difference arose during your review of March
31, 2006 balance sheet reconciliations. If so, tell us why you did not also perform a
similar recreation of the detailed unbilled accounts receivable sub-ledger as compared to
the general ledger balance as of December 31, 2005 to determine whether the error existed
as of this date.

•
Please
provide us with a more detailed materiality analysis addressing why you did not restate
your financial statements as of December, 31, 2005 to reflect the error of $643,000. Your
analysis should address the impact of this error on net income and earnings per share,
calculated in accordance with GAAP, for the year ended December 31, 2005 as well as the
quarter and six months ended June 30, 2006. In addition, please address each of the
qualitative factors discussed in SAB 99.

Response to Comment #2

        First
Bullet regarding the $923,000 adjustment

The $923,000 un-reconciled difference
arose during our initial examinations of the accounts for May 31, 2006.

As to why we did not perform a
similar sub-ledger re-creation as of December 31, 2005 as we did as of March 31, 2006, it
is helpful to first describe the procedures we used leading up to December 31, 2005 in
connection with preparing to file our 2005 Form 10-K and related certifications.

At December 31, 2005, we were
cognizant of the fact that the PeopleSoft installation had been live for less that 6
months. In preparation to file our 2005 financial statements correctly, and recognizing
the practice that any new system installation be thoroughly tested for accuracy, we
undertook extensive substantive and analytical testing of our accounts receivable, both
billed and unbilled, with a particular concentration on the transactions generated by the
new PeopleSoft system. We performed extensive sample testing and tracking of transactions
through the system, as well as analytical reviews examining trends to prior and sequential
periods. This work resulted in a high level of comfort that the transactions being
captured by the PeopleSoft installation were accurate and properly recorded. We did not
identify any unexplained reconciling differences as of December 31, 2005 as a result of
this work. On the basis of this work, we filed our 2005 Form 10-K.

In May 2006, when we discovered the
issues leading to our first quarter 2006 restatement, we first re-evaluated the procedures
we undertook at December 31, 2005 as we noted on page 5 of our November 21, 2006 response
to you. We engaged additional accounting experts, with the knowledge and approval of our
external auditors and Audit Committee, to discuss what we did at year end to evaluate if
we had failed to identify the issues at year end. We did identify the items totaling
$643,000 as we disclosed, but we did not find any other differences relating to the year
ending December 31, 2005.

We then commenced the work for the
accounts from January 1, 2006 forward that we described in our response dated November 21,
2006. Upon completing that work on the accounts from January 1, 2006 forward, and having
this remaining $923,000 amount still unexplained, we evaluated our status with our
external auditors, accounting experts (including those with expertise in forensic
accounting), outside counsel and our Audit Committee.

In considering whether to undertake a
re-creation of the detailed unbilled accounts receivable sub-ledger as of December 31,
2005, as was done as of March 31, 2006, we first evaluated whether we had any indications
of intentional misstatement and found there were none. We then considered the following
additional factors for the $923,000:

a)
We
spent 11 weeks and $1.5 million on the reconciliation work and transactions
                    roll forward from January 1 to May 31, 2006 and the related
restatement. We                     estimated, based on the costs incurred for the work
already done, that we would                     likely incur over $2.5 million of
additional costs to re-create the analysis as                     of December 31 and
September 30, 2005, and take an estimated additional four                     months to
attempt to identify the source of $923,000 with no certainty of
                    finding it in those two quarters. We considered this in the context
of the SAB                     99 reference to the cost of correcting a misstatement and
felt that this would                     be considered a major expenditure to correct a
relatively small misstatement.                     We determined this expenditure would not be
warranted in our situation.

b)
We
considered it unlikely that this $923,000 amount was a single transaction or
                    entry since such an error would have likely been identified in prior
year                     closing procedures. Therefore, it was more likely that this
amount was composed                     of smaller entries and, as such, would be very
difficult to find, and was less                     likely to have a material impact on
any one given period.

We considered the general
improvement in our control environment surrounding the processing of revenue and
receivables in the 2 year period preceding the PeopleSoft implementation. We concluded that there was a good
likelihood that the cause of the error or errors arose in an earlier year, possibly
even prior to our spin-off at March 31, 2003.

In light of having no evidence that
the difference belonged in the first quarter of 2006 or in the fourth quarter of 2005, we
determined it was appropriate to record a reserve for this difference in the quarter in
which we found it, the second quarter of 2006.

        Second
bullet regarding the $643,000 difference

Below please find an analysis that
shows:

•
The
error as a percentage of the full year 2005 EBITDA, net income and earnings per share
(EPS)

•
The
error as a percentage of the quarter ended June 30, 2006 EBITDA, net income and EPS

•
The
error as a percentage of the first six months ended June 30, 2006 EBITDA, net income and
EPS

•
The
error as a percentage of the projected results for the entire year ended December 31,
2006, as of the beginning of August 2006.

     As Reported:
     2005 (1)
     Q2 2006
     Six Months

2006
     Projected 2006

     (amounts in thousands, except per share amounts)

      EBITDA

       $29,584

       $8,467

       $6,137

       $27,430

      Net Income
       $5,313

       $600

       $(7,480
        )
       $3,517
        (2)

 EPS - Basic
       $0.24

       $0.02

       $(0.31
        )
       $0.14

      EPS - Diluted
       $0.22

       $0.02

       $(0.31
        )
       $0.14

Shares Out - Basic
       22,295

       24,414

       24,318

       24,475

     Shares Out - Diluted
       23,674

       25,172

       24,318

       25,250

     Amounts assuming $643

     recorded in 2005:

      EBITDA
       $28,941

       $9,111

       $6,780

       $28,073

      Net Income
       $4,670

       $1,243

       $(6,837
        )
       $4,160

 EPS - Basic
       $0.21

       $0.05

       $(0.28
        )
       $0.17

      EPS - Diluted
       $0.20

       $0.05

       $(0.28
        )
       $0.17

 % Change - EBITDA
       -2.2
        %
       7.6
        %
       10.5
        %
       2.3
        %

      % Change - Net Income
       -12.1
        %
       107.2
        %
       8.6
        %
       18.3
        %

      % Change - EPS - Basic
       -12.5
        %
       150.0
        %
       9.7
        %
       21.4
        %

      % Change - EPS - Diluted
       -9.1
        %
       150.0
        %
       9.7
        %
       21.4
        %

Notes:

1.  These
are results as reported in 2005, not restated for the Highland Partners
                    discontinued operations treatment nor our  FAS 123 adoption.

2.  Projected net income for 2006 excludes an approximate $20
million subsequently-determined gain on the sale of the discontinued
operation

We considered the importance of the
misstatements as a relatively large percentage of net income and EPS, for the full year
2005, the second quarter of 2006 and as projected in August 2006 for the full year 2006.
The reason we concluded that these were not determinative was because we considered our
net income to be essentially break even and as such, not the most meaningful measure to
use in evaluating materiality. This assessment paralleled similar concepts subsequently
presented by Todd E. Hardiman of the SEC’s Division of Corporate Finance in his
December 12, 2006 speech.

We note Mr. Hardiman’s comments
relative to the concept of a “break-even year” which he suggested might be a
circumstance in which an otherwise material error measured on a quantitative basis may not
be considered material. As was referred to in our November 21, 2006 initial response, we
do view the 2005 results as essentially a break-even year on $1.4 billion in revenue. Our
analysis took into consideration Mr. Hardiman’s two cautions. The first caution
speaks to being a company that “regularly has razor thin margins or net income”.
The second caution speaks to uses of the break-even argument when a turnaround will be
prolonged or the earnings trend is not clear over multiple years. In our case, our net
income (loss) trend was, for 2003, 2004 and 2005, $(328.8), $(26.8), and $5.3 million,
respectively. We also expected to deliver profitability in 2006 relatively similar to 2005
after absorbing a one-time restructuring charge of at least $2.7 million, and greater
profitability thereafter.

We also considered Mr.
Hardiman’s views presented relative to the assessment of quarterly misstatements and
materiality and compared these interpretations of Opinion 28, paragraph 29 to our earlier
assessment. While Mr. Hardiman presented no conclusions, he seemed to place equal merit on
the position that prior period corrections could be assessed for materiality against
expected annual results, rather than only quarterly results, assuming full disclosure of
the correction. We also had applied similar thinking, as we noted in our earlier response,
relative to EBITDA, when we said the error would be about 3 percent of the expected 2006
full year EBITDA. We have noted this in the table. Therefore, we believe that the $643,000
recorded in the second quarter of 2006 is not per se material, since the amount is not
material for the year after considering a similar break even concept in 2006. As we note
in the table above, actual net income for 2006 will significantly exceed the expectation
in August 2006 due to the gain on the sale of the discontinued operation

While we considered the assessments
of the misstatements in reference to net income and EPS to be important, we respe

CORRESP
1
filename1.htm

Correspondence Letter

 November 21, 2006

 Mr. Larry Spirgel

 Assistant Director

 Securities
and Exchange Commission

 Division of Corporate Finance

 Mail
Stop 3720

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Hudson Highland Group, Inc.

 Form 10-K for Fiscal Year
Ended December 31, 2005

 Filed March 15 2006

 Form 10-Q/A for Fiscal Quarter Ended March 31, 2006

 Form 10-Q for Fiscal Quarter Ended June 30,
2006

 File No. 0-50129

 Your
letter of October 24, 2006

 Ladies and Gentlemen:

 We are
writing in response to your letter of October 24, 2006 to Ms. Mary Jane Raymond regarding your review comments on the subject filings. Our responses are as follows, numbered in accordance with your comments.

 Comment #1

 Form 10-Q/A for Fiscal Quarter Ended
March 31, 2006

 Note 2 – Restatement of First Quarter 2006, page 8

 Describe for us in more detail the nature of the errors occurring in the quarter ended March 31, 2006 and tell us how you identified the period to which these adjustments related.

 Response to Comment #1

 Background

 We provide some definitions to aid your understanding:

•

Permanent placement revenue is revenue for placement of candidates in full time jobs with clients. Under applicable accounting rules, the revenue is recorded at the time of
acceptance of the offer of employment by the candidate with appropriate documentation.

•

Permanent placement fall off is the reserve for candidate non-fulfillment of their agreement to begin work with the client. In some cases, after accepting a job, candidates do not
in fact start work.

•

Contracting revenue is revenue for supplying temporary contractors to the client to perform tasks for specific billing rates, for specific time periods. Under applicable accounting
rules, revenue is recognized at the time the services are rendered. Billing to the client typically occurs at a later date, frequently the end of the month of service.

•

Fixed price contracts are a type of contract revenue arrangement that guarantees a set fee per contractor hour to the client and a set number of hours to complete a designated task,
regardless of the company’s cost per hour for the contractors or the actual time necessary to complete the work.

•

Unbilled accounts receivables are receivables that have been earned and revenue has been recognized (as described above), but were not billed to clients as of the balance sheet
date. Revenue can remain unbilled for a number of factors, including contractual parameters (client only wants an invoice every 30 days despite approving the billable hours weekly) or the time to assemble the backup information such as individual
timesheets, even though the revenue event is complete.

•

PeopleSoft system is a commercially-available integrated financial accounting, billing and time management system. It is used in many companies in service industries. This was
installed in Hudson North America effective in the third quarter of 2005.

 During the second quarter of 2006, the company conducted a
comprehensive review of the accounting processes and reconciliations underlying its Hudson North America financial records maintained on the PeopleSoft system. The review was performed over a three month period beginning in May 2006 and included a
re-creation of the unbilled accounts receivable sub-ledger detail. The company initiated the review because its Hudson North America business unit had significant turn-over of experienced staff during the first quarter of 2006. New senior financial
management initiated a review of a number of March 31, 2006 balance sheet reconciliations in preparation for the company’s engagement of an outside party to review its PeopleSoft system due to the difficulties encountered in using the
system since its installation.

 The review described above revealed certain matters that the company subsequently recorded and disclosed. Those affecting
the quarter ended March 31, 2006 were errors that occurred when recording (1) adjustments to certain permanent placement and contract revenues and (2) the amount of certain payroll-related accruals. Each is described below.

 2

 Determination of adjustments to certain permanent placement and contract revenues:

 This error was the result of certain closing manual journal entries made in error during the first quarter of 2006. These entries related to the estimation of unbilled
permanent placement accounts receivable and permanent placement fall offs and contracting revenues. These journal entries led to the recording of excess revenue of $1,643,000, an overstatement of accounts receivable by $1,577,000 and an
understatement of $66,000 in accrued liabilities as of and for the three months ended March 31, 2006. The accounting review team was able to directly tie the erroneous journal entries to the first quarter of 2006 financial statements, and
accordingly the reversal of such entries was included in the restatement of that period.

 Determination of payroll withholding tax and employee benefit
accruals:

 This error was the result of an under-accrual for the liability for Hudson North America’s payroll tax, workers compensation,
unemployment insurance and medical and social security withholdings for the period ended March 31, 2006. The company’s Hudson North America business unit had calculated the accrual using only the last payroll register of the period.
However, the company did not identify an earlier withholding payment, which had not yet been remitted as of March 31, 2006, as a necessary component in the accrual calculation. High personnel turnover had resulted in new staff being unfamiliar
with the accrual and related processes. These errors caused an understatement in current liabilities of $1,030,000, in direct costs of $824,000 and in selling, general and administrative expenses of $206,000 as of and for the three months ended
March 31, 2006. The accounting review team was also able to directly tie these items to the first quarter of 2006 financial statements and accordingly the reversal of such entries was included in the restatement of that period.

 Related effect on corporate bonuses and commissions:

 As a result of
the above adjustments that reduced reported income in the first quarter of 2006, certain accruals for corporate bonuses and commissions for the Hudson North America business unit were reversed with the effect of lowering selling, general and
administrative expenses and accrued liabilities by $450,000 as of and for the three months ended March 31, 2006. These adjustments were based on management’s estimate of the appropriate bonus and commission accrual that would have been
recorded had the above noted errors in the recording of revenue and payroll accruals not occurred in the quarter ended March 31, 2006. The reevaluation of bonus payouts is part of the company’s normal quarter end closing process.

 3

 Comment #2

 Form 10-Q for Fiscal Quarter Ended June 30, 2006

 Note 2 – Basis of Presentation and Description of Business, page 7

 First Quarter 2006 Restatement and Related Matters, page 7

 Please address
the following items regarding your adjustments recorded in the quarter ended June 30, 2006:

•

Explain to us in more detail why it was impracticable to determine the applicable prior period to which the adjustment to receivables and revenue of $923,000 relate.

•

Provide us with your analysis supporting your determination that the adjustments of $643,000 attributable to 2005 were considered immaterial to the applicable quarterly and annual
period, including quantitative and qualitative factors.

•

Clarify for us why you recorded these prior period adjustments in the quarter ended June 30, 2006. In this regard, we note that the nature of the adjustments and the amount
were determined at the time of the filing of your amended Form 10-Q for the quarter ended March 31, 2006.

•

Tell us whether the adjustments recorded in the quarter ended June 30, 2006 were caused by the same factors that led to the restatement of the financial statements for the
quarter ended March 31, 2006.

 Response to Comment #2

 To assist in following the review process the company undertook, points one and two are responded to in reverse order.

 The adjustment of $643,000 was determined as part of the comprehensive review. Of this $643,000, the majority related to $302,000 for revenue on fixed price contracts determined incorrectly and $175,000 related to an unsupported
estimate for revenue from billable contract hours incurred. The company was unable to determine with precision through its extensive review process the proper quarter within the second half of 2005 to which the amount was applicable, but
believe a reasonable determination is $175,000 in the third quarter and $468,000 in the fourth quarter. In assessing the materiality of these unrecorded adjustments relative to the reported results for 2005, the company considered the magnitude of
the misstatement in percentage terms and in dollar amount, as contemplated in Staff Accounting Bulletin No. 99.

 The company’s evaluation of
percentage misstatement contemplated the use of net income (loss) and earnings per share as its basis for evaluation. However, the company believes EBITDA is a more appropriate basis, given that EBITDA is the measure of performance used by the
company to manage its operations and to which it directs investors. The above noted misstatement constituted only 2.2%, 2.0% and 6.6% of the company’s 2005 full year, third quarter and fourth quarter reported EBITDA, respectively, (or 2.6%,
2.3% and 7.6% of the company’s 2005 full year, third quarter and fourth quarter EBITDA, respectively, after the modified retrospective SFAS 123R adoption). The company also considered the qualitative impact that such unrecorded adjustments
would have had on the trend of reported earnings. The company believes that the trend in its net earnings (loss) in 2003, 2004, 2005 ($328.8 million loss, $26.8

 4

 million loss and $5.3 million income) and the trend in EBITDA over the same period ($292.4 million loss, $3.1 million
loss and $29.6 million income) were not materially distorted by excluding these adjustments from 2005. The company viewed 2005 as essentially a break even year on $1.4 billion in sales and therefore believes there was no material impact by not
recording these adjustments.

 The adjustment of $923,000 represented the final remaining unreconciled difference between a detailed unbilled
accounts receivable sub-ledger recreated as part of the comprehensive review, and the general ledger account. The company’s review procedures extended over three months. It included a reperformance of year end 2005 procedures, as well as
extensive account reconciliations, account roll-over tracking, and review of journal entries subsequent to December 31, 2005. Despite the extensive efforts of the accounting review team, the company was unable to determine what this remaining
unbilled accounts receivable related to or when it had arisen, including whether it might originally have been a correct entry. Accordingly, the company determined to write off this amount in the second quarter 2006.

 The company recorded the $923,000 adjustment in the second quarter of 2006 based on the fact that the error was from an indeterminable prior period and should be
recorded in the period it was discovered. The company did not include this item in the first quarter 2006 Form 10-Q/A because the error was discovered in the second quarter of 2006 and the company believed that the adjustment and related disclosure
were more appropriate in the second quarter. With regard to the $643,000 adjustment, although the company determined the period of origin to be 2005, as noted above, the company considered the impact of not recording these adjustments in 2005 to be
immaterial to 2005. The company then considered the potential for a material misstatement in 2006 by recording these 2005 errors in the current year. In that regard, the company evaluated the impact of the $643,000 on second quarter EBITDA
(7.6%) and as a percentage of its current estimated EBITDA of 3.0% for the year ended December 31, 2006, again focusing on the EBITDA based measures of materiality as more meaningful in the circumstances. Because the company concluded that
neither 2005 nor 2006 would be materially misstated by recording the $643,000 in 2006, the company recorded it in the period in which it was identified.

 The adjustment of $923,000 reported in the second quarter of 2006 was caused by different factors than the adjustments reported in the first quarter of 2006 and the adjustment of $643,000 reported in the second quarter of 2006. The $923,000
second quarter adjustment was recorded to effectively reserve or write-off an unidentifiable difference between the unbilled accounts receivable detail and the general ledger account. The $643,000 second quarter adjustment was resulted from
essentially the same type of error as in the first quarter, incorrect estimation of revenue based on incomplete and under-reviewed information.

 Further,
in accordance with your request, we acknowledge that:

•

The company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 5

 We appreciate your consideration of this response. I am available to discuss these matters and can be contacted at
(212) 351-7232.

Sincerely,

 /s/ Mary Jane Raymond

Mary Jane Raymond

Executive Vice President & Chief Financial Officer

 6

CORRESP
1
filename1.htm

October 26, 2006

Ms. Melissa Hauber

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:
Hudson
Highland Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
Filed
March 15, 2006

Form 10-Q/A for Fiscal Quarter Ended March 31, 2006
Form 10-Q for Fiscal
Quarter Ended June 30, 2006
File No. 0-50129

Dear Ms. Hauber:

Confirming the telephone conversation
between yourself and Ralph O’Hara, Vice President and Global Controller, yesterday
afternoon, we have requested and you have granted an additional ten business days to
respond to your letter to us of October 24, 2006. This extension has been granted in view
of other time demands related to our quarterly closing process and Form 10-Q deadline as
well as the need to prepare a response and review same with our management and audit
committee. We would expect to file our reply on or before November 21, 2006 in accordance
with this extension.

We appreciate your consideration on
this matter.

Yours very
truly,

/s/ Mary Jane Raymond

Mary Jane Raymond
Executive Vice President & CFO

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      							October 4, 2005

Jon F. Chait
Chief Executive Officer
Hudson Highland Group, Inc.
622 Third Avenue
New York, NY 10017

	Re:	Hudson Highland Group, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 14, 2005

		Forms 10-Q for Fiscal Quarters Ended
      March 31, 2005 and June 30, 2005
		File No. 0-50129

Dear Mr. Chait:

      We have reviewed your supplemental response letter dated
September 8, 2005 as well as your filing and have the following
comments.  As noted in our comment letter dated August 25, 2005,
we
have limited our review to your financial statements and related
disclosures and do not intend to expand our review to other
portions
of your documents.

Form 10-K for Fiscal Year Ended December 31, 2004

Note 15.  Segment and Geographic Data, page 63

1. We note your response to comment 2.  In order to help us
evaluate
your analysis of operating and reportable segments, please tell us
how you have identified your chief operating decision maker and
provide us with an example of all of the reports provided on a
regular basis to the chief operating decision maker.  In addition,
please address the following items:

* It is unclear to us why you do not believe your temporary and
contract staffing, permanent recruitment of mid-level
professionals,
and related human capital solutions activities are operating
segments
under paragraph 10 of SFAS 131.  Since you have gross margin
information for each type of activity, it appears that this
information would constitute discrete financial information.

* In light of the above comment, tell us how you have considered
the
guidance in paragraph 15 of SFAS 131 regarding the evaluation of
segments in a matrix organizational structure.

* If you continue to believe that your regions constitute your
operating segments, please provide us with additional quantitative
information that supports your position that the regions have
similar
economic characteristics.   In this regard, based on our review of
the financial results for the years ended December 31, 2003 and
2004
and the six months ended June 30, 2005, it appears that the
Americas
region has consistently earned lower gross margins and the
European
region has consistently earned higher gross margins than the Asia
Pacific region.  In addition, it appears that Adjusted EBITDA
margin
percentages have varied across all regions for each time period.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  You may contact
Kathleen Kerrigan, Staff Accountant, at (202) 551-3369 or Melissa
Hauber, Senior Staff Accountant, at (202) 551-3368 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3810 if you have any
other
questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

Mr. Jon Chait
Hudson Highland Group, Inc
October 4, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3720

      							February 16, 2006

Jon F. Chait
Chief Executive Officer
Hudson Highland Group, Inc.
622 Third Avenue
New York, NY 10017

	Re:	Hudson Highland Group, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 14, 2005
		File No. 0-50129

Dear Mr. Chait:

	We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

								Sincerely,

								Larry Spirgel
								Assistant Director

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Correspondence Letter

 February 10, 2006

 Ms. Melissa Hauber

 Senior Staff Accountant

 Securities and Exchange Commission

 Division of Corporate Finance

Mail Stop 3561

 Washington, D.C. 20549

Re:
Hudson Highland Group, Inc.

 Form 10-K for Fiscal Year
Ended December 31, 2004

 Filed March 14, 2005

 Forms 10-Q for Fiscal Quarters Ended

 March 31, 2005 and June 30, 2005

 File No. 0-50129

 Your letter of August 25, 2005 and

 Your letter of October 4, 2005

 Ladies and Gentlemen:

 In response to your letter of October 4, 2005 and our discussion with you on February 2, 2006, we are hereby confirming the following:

•

We will be adopting four business segments (i.e., the three Hudson regional businesses of Hudson Americas, Hudson Europe and Hudson Asia Pacific, and Highland Partners) for
reporting purposes beginning with our Form 10-K for the fiscal year ended December 31, 2005.

•

In accordance with SFAS 131, we will be including disclosure of EBITDA by segment, the measure of segment profit or loss reviewed by our chief operating decision maker, in both
MD&A and the segment footnote to our financial statements beginning with our Form 10-K for the fiscal year ended December 31, 2005. We will also include a reconciliation of EBITDA to pre-tax income, the most directly comparable GAAP
financial measure.

 Further, in accordance with your request, we acknowledge that:

•

The company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We appreciate your consideration of this response. I am
available to discuss these matters and can be contacted at (212) 351-7232.

 Sincerely,

 /s/ Mary Jane Raymond

Mary Jane Raymond

Executive Vice President & Chief Financial Officer

 2

CORRESP
1
filename1.htm

Correspondence Letter

 December 23, 2005

 Ms. Melissa Hauber

 Senior Staff Accountant

 Securities and Exchange Commission

 Division of Corporate Finance

 Mail Stop 3561

 Washington, D.C. 20549

Re:
Hudson Highland Group, Inc.

Form 10-K for Fiscal Year Ended December 31, 2004

Filed March 14, 2005

Forms 10-Q for Fiscal Quarters Ended

March 31, 2005 and June 30, 2005

File No. 0-50129

 Your letter of August 25, 2005 and

 Your letter of October 4, 2005

 Ladies and Gentlemen:

 In response to your
letter of October 4, 2005 and our discussion with you on November 22, 2005, we are supplementally providing to you (i) our financial reports for the September 30, 2005 fiscal period, which is an example of all of the reports
provided on a regular basis to our chief operating decision maker and (ii) our organizational chart.

 Further, in accordance with your request, we acknowledge that:

•

The company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We appreciate your consideration of this response. I am available to discuss these matters and can be contacted at
(212) 351-7232.

 Sincerely,

 /s/ Mary Jane Raymond

 Mary Jane Raymond

 Executive Vice President & Chief Financial Officer

 Enclosures – as noted

 2

 Exhibit 99.1

 September 2005 Board Report

 Profit & Loss Summary

 US$ millions (except per share amounts)

September 2005

September 2004

Month

Quarter

Year

Month

Quarter

Year

 Revenue

*

$
356.6

$
1,074.3

*

$
315.0

$
912.3

 Direct costs

*

221.4

669.8

*

198.6

571.0

 Gross margin

*

135.2

404.5

*

116.4

341.3

*

37.9
%

37.7
%

*

37.0
%

37.4
%

 Salaries and related

*

93.8

283.3

*

84.9

254.1

 Office and general

*

32.9

98.7

*

30.9

92.1

 Adjusted EBITDA

*

8.5

22.6

*

0.6

(4.9
)

 M&I/reorg/spin

*

(0.1
)

0.1

*

3.0

3.1

 EBITDA

*

8.7

22.5

*

(2.4
)

(8.0
)

 Non-operating (income) expense

*

(0.4
)

(0.4
)

*

(0.1
)

1.8

 Depreciation & amortization

*

4.2

13.7

*

4.4

14.4

 Interest

*

0.3

1.3

*

(0.2
)

0.1

 Tax

*

2.2

5.4

*

0.5

1.3

 Net income (loss)

*

$
2.3

$
2.5

*

$
(6.9
)

$
(25.4
)

 Income (loss) per share:

 Basic

$
0.10

$
0.12

$
(0.34
)

$
(1.33
)

 Diluted

$
0.09

$
0.11

$
(0.34
)

$
(1.33
)

 Weighted average shares outstanding:

 Basic

23.9

21.7

20.3

19.1

 Diluted

25.5

23.0

20.3

19.1

 * This information is considered confidential and has been omitted.

Confidential - for internal use only. All figures are draft only and subject to change.

12/8/2005

 September 2005 Board Report

 Detailed Monthly Profit & Loss

 US$ millions (except headcount information)

 Actual

 Sep 2005

PF3

Prior Year

Sep 2005

Var F/(U)

Sep 2004

Var F/(U)

$

%

$

%

 Temporary contracting revenue

*

*

*

*

*

*

*

 Permanent placement revenue

*

*

*

*

*

*

*

 Human capital solutions revenue

*

*

*

*

*

*

*

 Other revenue

*

*

*

*

*

*

*

 Revenue

*

*

*

*

*

*

*

 Temporary contracting gross margin

*

*

*

*

*

*

*

 Permanent placement gross margin

*

*

*

*

*

*

*

 Human capital solutions gross margin

*

*

*

*

*

*

*

 Other gross margin

*

*

*

*

*

*

*

 Gross margin

*

*

*

*

*

*

*

 Temporary contracting gross margin

*

*

*

*

*

*

*

 Gross margin

*

*

*

*

*

*

*

 Salaries and related

*

*

*

*

*

*

*

 Office and general

*

*

*

*

*

*

*

 Adjusted EBITDA

*

*

*

*

*

*

*

 M&I/reorg/spin

*

*

*

*

*

*

*

 EBITDA

*

*

*

*

*

*

*

 EBITDA as % of revenue

*

*

*

*

*

*

*

 EBITDA as % of gross margin

*

*

*

*

*

*

*

 Non-operating (income) expense

*

*

*

*

*

*

*

 Depreciation & amortization

*

*

*

*

*

*

*

 Interest

*

*

*

*

*

*

*

 Tax

*

*

*

*

*

*

*

 Net income (loss)

*

*

*

*

*

*

*

 Total head count

*

*

*

*

*

*

*

 Total HC turnover

*

*

*

*

*

*

*

 Consultant : Admin FTE

*

*

*

*

*

*

*

 Consult+Admin : Support FTE

*

*

*

*

*

*

*

 GM / FTE (’000)

*

*

*

*

*

*

*

 Salary & related / FTE (’000)

*

*

*

*

*

*

*

 Office & general / FTE (’000)

*

*

*

*

*

*

*

 * This information is considered confidential and has been omitted.

Confidential - for internal use only. All figures are draft only and subject to change.

12/8/2005

 September 2005 Board Report

 Detailed Quarterly Profit & Loss

 US$ millions (except headcount information)

 Actual

 Sep 2005

PF3

Prior Year

Sep 2005

Var F/(U)

Sep 2004

Var F/(U)

$

%

$

%

 Temporary contracting revenue

258.5

*

*

*

223.7

34.8

16
%

 Permanent placement revenue

*

*

*

*

*

*

*

 Human capital solutions revenue

*

*

*

*

*

*

*

 Other revenue

*

*

*

*

*

*

*

 Revenue

$
356.6

*

*

*

$
315.0

41.6

13
%

 Temporary contracting gross margin

47.9

*

*

*

39.3

8.6

22
%

 Permanent placement gross margin

*

*

*

*

*

*

*

 Human capital solutions gross margin

*

*

*

*

*

*

*

 Other gross margin

*

*

*

*

*

*

*

 Gross margin

$
135.2

*

*

*

$
116.4

18.8

16
%

 Temporary contracting gross margin

18.5
%

*

*

*

17.6
%

0.9
%

 Gross margin

37.9
%

*

*

*

37.0
%

1.0
%

 Salaries and related

93.8

*

*

*

84.9

(8.9
)

-10
%

 Office and general

32.9

*

*

*

30.9

(2.0
)

-6
%

 Adjusted EBITDA

$
8.5

*

*

*

$
0.6

7.9

1275
%

 M&I/reorg/spin

(0.1
)

*

*

*

3.0

3.1

105
%

 EBITDA

$
8.7

*

*

*

$
(2.4
)

11.0

464
%

 EBITDA as % of revenue

2.4
%

*

*

*

-0.8
%

3.2
%

 EBITDA as % of gross margin

6.4
%

*

*

*

-2.0
%

8.4
%

 Non-operating (income) expense

(0.4
)

*

*

*

(0.1
)

0.3

197
%

 Depreciation & amortization

4.2

*

*

*

4.4

0.2

3
%

 Interest

0.3

*

*

*

(0.2
)

(0.5
)

-263
%

 Tax

2.2

*

*

*

0.5

(1.7
)

-313
%

 Net income (loss)

$
2.3

*

*

*

$
(6.9
)

9.2

133
%

 Total head count

3,840

*

*

*

3,767

73

2
%

 Consultant : Admin FTE

*

*

*

*

*

*

*

 Consult+Admin : Support FTE

*

*

*

*

*

*

*

 GM / FTE (’000)

*

*

*

*

*

*

*

 Salary & related / FTE (’000)

*

*

*

*

*

*

*

 Office & general / FTE (’000)

*

*

*

*

*

*

*

 * This information is considered confidential and has been omitted.

Confidential - for internal use only. All figures are draft only and subject to change.

12/8/2005

 September 2005 Board Report

 Detailed Year to Date Profit & Loss

 US$ millions (except headcount information)

 Actual

 Sep 2005

PF3

Prior Year

Sep 2005

Var F/(U)

Sep 2004

Var F/(U)

$

%

$

%

 Temporary contracting revenue

772.8

*

*

*

641.7

131.0

20
%

 Permanent placement revenue

*

*

*

*

*

*

*

 Human capital solutions revenue

*

*

*

*

*

*

*

 Other revenue

*

*

*

*

*

*

*

 Revenue

$
1,074.3

*

*

*

$
912.3

162.0

18
%

 Temporary contracting gross margin

138.4

*

*

*

110.2

28.2

26
%

 Permanent placement gross margin

*

*

*

*

*

*

*

 Human capital solutions gross margin

*

*

*

*

*

*

*

 Other gross margin

*

*

*

*

*

*

*

 Gross margin

$
404.5

*

*

*

$
341.3

63.2

19
%

 Temporary contracting gross margin

17.9
%

*

*

*

17.2
%

0.7
%

 Gross margin

37.7
%

*

*

*

37.4
%

0.2
%

 Salaries and related

283.3

*

*

*

254.1

(29.2
)

-11
%

 Office and general

98.7

*

*

*

92.1

(6.6
)

-7
%

 Adjusted EBITDA

$
22.6

*

*

*

$
(4.9
)

27.5

559
%

 M&I/reorg/spin

0.1

*

*

*

3.1

3.0

97
%

 EBITDA

$
22.5

*

*

*

$
(8.0
)

30.5

380
%

 EBITDA as % of revenue

2.1
%

*

*

*

-0.9
%

3.0
%

 EBITDA as % of gross margin

5.6
%

*

*

*

-2.3
%

7.9
%

 Non-operating (income) expense

(0.4
)

*

*

*

1.8

2.1

121
%

 Depreciation & amortization

13.7

*

*

*

14.4

0.7

5
%

 Interest

1.3

*

*

*

0.1

(1.2
)

-2250
%

 Tax

5.4

*

*

*

1.3

(4.1
)

-328
%

 Net income (loss)

$
2.5

*

*

*

$
(25.4
)

28.0

110
%

 Total head count

3,840

*

*

*

3,767

73

2
%

 Total HC turnover

*

*

*

*

*

*

*

 Consultant : Admin FTE

*

*

*

*

*

*

*

 Consult+Admin : Support FTE

 GM / FTE (’000)

*

*

*

*

*

*

*

 Salary & related / FTE (’000)

*

*

*

*

*

*

*

 Office & general / FTE (’000)

*

*

*

*

*

*

*

 * This information is considered confidential and has been omitted.

Confidential - for internal use only. All figures are draft only and subject to change.

12/8/2005

 September 2005 Board Report

 Monthly Comparative Profit & Loss Summary

 US$ millions

 Actual

 Sep 2005

 PF3

 Sep 2005

 Var

 F/(U)

 Prior Year

 Sep 2004

 Var

 F/(U)

 Hudson Highland Group, Inc.

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Hudson North America

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Hudson Europe

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Hudson Asia Pacific

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Hudson Development

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Hudson Eliminations

 Revenue

 Gross Margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Hudson Global Resources

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Highland North America

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Highland Europe

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Highland Asia Pacific

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Highland Partners

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 Corporate & Eliminations

 Revenue

 Gross margin

 SG&A

 EBITDA

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

*
*
*
*

 * This information is considered confidential and has been omitted.

Confidential - for internal use only. All figures are draft only and subject to change.

12/8/2005

 September 2005 Board Report

 Quarterly Comparative Profit & Loss Summary

 US$ millions

 Actual

 Sep 2005

 PF3

 Sep 2005

 Var

 F/(U)

 Prior Year

 Sep 2004

 Var

 F/(U)

 Hudson Highland Group, Inc.

Revenue

$
 356.6

*

*

$
 315.0

$
41.6

Gross margin

135.2

*

*

116.4

18.8

SG&A

(126.5
)

*

*

(118.8
)

(7.7
)

EBITDA

$
 8.7

*

*

$
(2.4
)

$
11.0

 Hudson North America

Revenue

$
109.1

*

*

$
83.0

$
26.0

Gross margin

28.4

*

*

22.7

5.7

SG&A

(23.3
)

*

*

(20.8
)

(2.6
)

EBITDA

$
5.1

*

*

$
2.0

$
3.1

 Hudson Europe

Revenue

$
117.6

*

*

$
115.0

$
2.7

Gross margin

49.8

*

*

43.1

6.7

SG&A

(46.3
)

*

*

(43.4
)

(2.9
)

EBITDA

$
3.5

*

*

$
(0.3
)

$
3.8

 Hudson Asia Pacific

Revenue

$
114.4

*

*

$
102.2

$
12.3

Gross margin

42.1

*

*

36.5

5.6

SG&A

(33.4
)

*

*

(28.7
)

(4.7
)

EBITDA

$
8.7

*

*

$
7.8

$
0.9

 Hudson Development

Revenue

$
0.5

*

*

$
0.7

$
(0.2
)

Gross margin

0.3

*

*

0.6

(0.3
)

SG&A

(1.3
)

*

*

(2.0
)

0.7

EBITDA

$
(0.9
)

*

*

$
(1.3
)

$
0.4

 Hudson Eliminations

Revenue

$
(0.3
)

*

*

$
(0.0
)

$
(0.3
)

Gross Margin

—

*

*

—

—

SG&A

—

*

*

—

—

EBITDA

$
—

*

*

$
—

$
—

 Hudson Global Resources

Revenue

$
341.3

*

*

$
300.8

$
40.5

Gross margin

120.7

*

*

103.0

17.7

SG&A

(104.3
)

*

*

(94.8
)

(9.5
)

EBITDA

$
16.4

*

*

$
8.2

$
8.2

 Highland North America

Revenue

$
11.3

*

*

$
11.3

$
(0.0
)

Gross margin

10.6

*

*

10.7

(0.1
)

SG&A

(9.4
)

*

*

(12.0
)

2.6

EBITDA

$
1.2

*

*

$
(1.3
)

$
2.5

 Highland Europe

Revenue

$
3.3

*

*

$
1.3

$
2.0

Gross margin

3.2

*

*

1.3

1.9

SG&A

(3.0
)

*

*

(2.1
)

(0.9
)

EBITDA

$
0.2

*

*

$
(0.9
)

$
1.0

 Highland Asia Pacific

Revenue

$
0.9

*

*

$
1.7

$
(0.8
)

Gross margin

1.0

*

*

1.6

(0.6
)

SG&A

(0.8
)

*

*

(1.5
)

0.7

EBITDA

$
0.2

*

*

$
0.1

$
0.1

 Highland Partners

Revenue

$
15.5

*

*

$
14.3

$
1.2

Gross margin

14.7

*

*

13.5

1.2

SG&A

(13.2
)

*

*

(15.6
)

2.5

EBITDA

$
1.6

*

*

$
(2.1
)

$
3.7

 Corporate & Eliminations

Revenue

$
(0.2
)

*

*

$
(0.1
)

$
(0.1
)

Gross margin

(0.2
)

*

*

(0.1
)

(0.1
)

SG&A

(9.1
)

*

*

(8.4
)

(0.7
)

EBITDA

$
(9.3
)

*

*

$
(8.5
)

$
(0.8
)

 * This information is considered confidential and has been omitted.

Confidential - for internal use only. All figures are draft only and subject to change.

12/8/2005

 September 2005 Board Report

 YTD
Comparative Profit & Loss Summary

 US$ millions

 Actual

 Sep 2005

 PF3

 Sep 2005

 Var

 F/(U)

 Prior Year

 Sep 2004

 Var

 F/(U)

 Hudson Highland Group, Inc.

Revenue

$
 1,074.3

*

*

$
 912.3

$
 162.0

 Gross margin

404.5

*

*

341.3

63.2

 SG&A

(382.1
)

*

*

(349.3
)

(32.8
)

 EBITDA

$
 22.5

*

*

$
 (8.0
)

$
 30.5

 Hudson North America

Revenue

$
327.9

*

*

$
235.4

$
92.6

 Gross margin

82.7

*

*

60.1

22.6

 SG&A

(70.2
)

*

*

(55.0
)

(15.3
)

 EBITDA

$
12.5

*

*

$
5.1

$
7.4

 Hudson Europe

Revenue

$
364.8

*

*

$
327.2

$
37.6

 Gross margin

154.8

*

*

132.4

22.4

 SG&A

(142.2
)

*

*

(132.8
)

(9.4
)

 EBITDA

$
12.6

*

*

$
(0.4
)

$
13.1

 Hudson Asia Pacific

Revenue

$
334.3

*

*

$
302.8

$
31.5

 Gross margin

122.1

*

*

104.8

17.3

 SG&A

(96.5
)

*

*

(88.5
)

(8.0
)

 EBITDA

$
25.7

*

*

$
16.3

$
9.3

 Hudson Development

Revenue

$
1.8

*

*

$
1.3

$
0.5

 Gross margin

1.3

*

*

1.2

0.1

 SG&A

(4.6
)

*

*

(5.6
)

1.0

 EBITDA

$
(3.3
)

*

*

$
(4.5
)

$
1.1

 Hudson Eliminations

Revenue

$
(0.4
)

*

*

$
(0.1
)

$
(0.3
)

 Gross Margin

—

*

*

—

—

 SG&A

—

*

*

—

—

 EBITDA

$
—

*

*

$
—

$
—

 Hudson Global Resources

Revenue

$
1,028.4

*

*

$
866.6

$
161.7

 Gross margin

360.9

*

*

298.5

62.5

 SG&A

(313.5
)

*

*

(281.9
)

(31.6
)

 EBITDA

$
47.4

*

*

$
16.6

$
30.9

 Highland North America

Revenue

$
35.1

*

*

$
33.2

$
2.0

 Gross margin

33.0

*

*

31.2

1.8

 SG&A

(29.8
)

*

*

(31.5
)

1.7

 EBITDA

$
3.3

*

*

$
(0.3
)

$
3.6

 Highland Europe

Revenue

$
8.4

*

*

$
5.5

$
3.0

 Gross margin

8.1

*

*

5.2

3.0

 SG&A

(8.0
)

*

*

(6.5
)

(1.5
)

 EBITDA

$
0.2

*

*

$
(1.3
)

$
1.5

 Highland Asia Pacific

Revenue

$
3.0

*

*

$
7.3

$
(4.3
)

 Gross margin

2.9

*

*

6.7

(3.8
)

 SG&A

(3.7
)

*

*

(5.8
)

2.1

 EBITDA

$
(0.7
)

*

*

$
0.9

$
(1.7
)

 Highland Partners

Revenue

$
46.6

*

*

$
45.9

$
0.6

 Gross margin

44.1

*

*

43.1

1.0

 SG&A

(41.4
)

*

*

(43.7
)

2.3

 EBITDA

$
2.7

*

*

$
(0.6
)

$
3.3

 Corporate & Eliminations

Revenue

$
(0.6
)

*

*

$
(0.3
)

$
(0.3
)

 Gross margin

(0.5
)

*

*

(0.3
)

(0.2
)

 SG&A

(27.2
)

*

*

(23.7
)

(3.5
)

 EBITDA

$
(27.7
)

*

*

$
(24.0
)

$
(3.7
)

 * This information is considered confidential and has been omitted.

Confidential - for internal use only. All figures are draft only and subject to change.

12/8/2005

 September 2005 Board Report

 Annual
Results

 US$ millions

 Quarter 1

 Actual

 Quarter 2

 Actual

 Quarter 3

 Actual

 Quarter 4

 PF3

 2005

 Annual

 Estimate

 Hudson Highland Group, Inc.

Revenue

$
 352.9

$
 364.8

$
 356.6

*

*

 Gross margin

128.2

141.2

135.2

*

*

 SG&A

(125.4
)

(130.2
)

(126.5
)

*

*

 EBITDA

$
 2.8

$
 11.0

$
 8.7

*

*

 Hudson North America

Revenue

$
111.2

$
107.6

$
109.1

*

*

 Gross margin

26.8

27.5

28.4

*

*

 SG&A

(24.1
)

(22.8
)

(23.3
)

*

*

 EBITDA

$
2.8

$
4.6

$
5.1

*

*

 Hudson Europe

Revenue

$
122.4

$
124.7

$
117.6

*

*

 Gross margin

50.5

54.5

49.8

*

*

 SG&A

(47.2
)

(48.7
)

(46.3
)

*

*

 EBITDA

$
3.3

$
5.8

$
3.5

*

*

 Hudson Asia Pacific

Revenue

$

CORRESP
1
filename1.htm

Correspondence Letter

 November 1, 2005

 Mr. Larry Spirgel

 Assistant Director

 Securities and Exchange Commission

 Division of Corporate Finance

 Mail Stop 3561

 Washington, D.C. 20549

 Dear
Mr. Spirgel:

Re:
Hudson Highland Group, Inc.

 Form 10-K for
Fiscal Year Ended December 31, 2004

 Filed March 14, 2005

 Forms 10-Q for Fiscal Quarters Ended

 March 31, 2005 and June 30, 2005

 File No. 0-50129

 Your letter of August 25, 2005 and

 Your letter of October 4, 2005

 We are writing in response to your response letter of October 4, 2005, to Jon F. Chait
as to your review comments on the subject filings and our response letter dated September 8, 2005. We have the following responses, which are numbered in accordance with your comments to us.

 Form 10-K for Fiscal Year Ended December 31, 2004

 Note 15. Segment and Geographic Data page 63

 Comment #1

 We noted your
response to comment 2. In order to help us evaluate your analysis of operating and reportable segments, please tell us how you have identified your chief operating decision maker and provide us with an example of all of the reports provided on a
regular basis to the chief operating decision maker.

 Response to Comment #1

 We have identified our chief operating decision maker as our Chairman and Chief Executive
Officer, Jon F. Chait. SFAS 131 identifies the chief operating decision maker (the “CODM”) as a function and not a position and “that function is to allocate resources to and assess the performance of the segments of an
enterprise”. One of Mr. Chait’s responsibility as Chief Executive Officer is to allocate the company’s resources across the operating units and to assess performance of the operating units. We are providing to you our latest
available financial reports on a supplemental basis in hard copy. These financial documents relate to September 30, 2005 fiscal period, our latest period available, and are an example of all of the reports provided on a regular basis to the
CODM.

 In addition, you requested that we
address the following items:

 Item #1

 It is unclear to us why you do not believe your temporary and contract staffing, permanent
recruitment of mid-level professionals, and related human capital solutions activities are operating segments under paragraph 10 of SFAS 131. Since you have gross margin information for each type of activity, it appears that this information would
constitute discrete financial information.

 Response to Item #1

 We do not manage our Hudson temporary and contract staffing,
permanent recruitment and related human capital solutions services separately. Accordingly, we do not compile or report financial results separately for these services below the gross margin line. Although we can and do present the gross margins for
the temporary and contract staffing, permanent recruitment and related human capital solutions activities, this information is used for an understanding of the component revenue streams and is not used by the CODM or anyone else as a basis for the
allocation of resources between components. Because the components are very integrated within our operations, it is impractical to identify the resources and related underlying cost structure that relates to one component versus another. As an
example, temporary and contract staffing and permanent recruitment personnel often operate from a common office and with a common sales structure, so that selling, general and administrative expenses attributable to that office are generally not
divisible. As demonstrated by the example reports we are providing to you on a supplemental basis, you will see that we do not report operating costs or operating income by these services and our operating units do not maintain their records in a
manner that would allow us to reasonably and accurately report such information. Accordingly, we do not believe these service offerings constitute operating segments under paragraph 10 of SFAS 131.

 2

 Item #2

 In light of the above comment, tell us how you have considered the guidance in paragraph 15 of SFAS 131 regarding the evaluation of segments
in a matrix organizational structure.

 Response to Item #2

 Paragraph 15 of SFAS 131 states “the chief operating decision
maker regularly reviews the operating results of both sets of components, and financial information is available for both. In that situation, the components based upon products and services would constitute the operating segment.”

 In establishing our segments we considered the guidance from paragraph 15 and have used
the product/services components to differentiate our segments by the services rendered and therefore report on the Hudson and Highland segments. While some of the Hudson locations may have individuals primarily responsible for overseeing each of
temporary and contracting, permanent placement and human capital solutions activities, those individuals report to an overall Hudson operational leader, which might be a branch manager or more senior executive, in that location or higher up within
the region to a regional president, but not directly to the CODM. The Hudson regional presidents ultimately report to and interact with the CODM in the decision making process. As a result, we do not operate the Hudson business in a structure
contemplated in paragraph 15, in which “certain managers are responsible for different product and service lines worldwide,” which further supports that the Hudson business components are not separate operating segments.

 Item #3

 If you continue to believe that your regions constitute your operating segments, please provide us with additional quantitative information
that supports your position that the regions have similar economic characteristics. In this regard, based upon our review of the financial results for the years ended December 31, 2003 and 2004 and the six months ended June 30, 2005, it
appears that the Americas region has consistently earned lower gross margins and the European region has consistently earned higher gross margins than the Asia Pacific region. In addition, it appears that Adjusted EBITDA margin percentages have
varied across all regions for each time period.

 Response to Comment #3

 We continue to believe that our regions constitute operating segments
of our reportable segments, not separate reportable segments in and of themselves. Gross margins are a good measure of the similarity and nature of the businesses we operate, and it is primarily the mix of the Hudson businesses between temporary and
contract staffing and permanent recruitment and other services that produces the variation in combined gross margin between regions. Most of the differences in the mix reflect the professional staffing market in individual geographic regions and are
not specific to the Hudson business.

 3

 The following are the Hudson gross margins as a percentage of revenue by region by period and service, which clearly
demonstrates that our business lines are similar across the regions on a gross margin basis and that the different combined regional margins are substantially due to the mix of revenue by service.

Americas

Europe

Asia Pacific

Total

 Temporary and contract staffing

 September 30, 2005

21.1
%

15.3
%

16.2
%

17.9
%

 June 30, 2005

21.1
%

14.3
%

16.0
%

17.6
%

 December 31, 2004

21.6
%

14.1
%

15.9
%

17.4
%

 December 31, 2003

20.0
%

15.1
%

15.6
%

17.0
%

 Permanent placement

 September 30, 2005

99.8
%

96.7
%

99.5
%

98.2
%

 June 30, 2005

99.4
%

97.0
%

99.6
%

98.3
%

 December 31, 2004

99.3
%

90.1
%

99.4
%

94.4
%

 December 31, 2003

100.0
%

93.5
%

99.6
%

96.3
%

 Other services

 September 30, 2005

31.5
%

63.6
%

59.2
%

61.1
%

 June 30, 2005

75.7
%

61.6
%

59.4
%

61.2
%

 December 31, 2004

89.6
%

59.8
%

57.4
%

59.5
%

 December 31, 2003

100.0
%

62.6
%

61.5
%

62.0
%

 Total

 September 30, 2005

25.5
%

42.4
%

36.5
%

35.1
%

 June 30, 2005

25.1
%

42.5
%

36.4
%

35.0
%

 December 31, 2004

25.9
%

40.7
%

34.8
%

34.5
%

 December 31, 2003

23.4
%

42.4
%

32.5
%

33.6
%

 The three Hudson service lines shown
above have very similar gross margin characteristics across the regions, but due to a mix of the revenues by service the total margin can vary widely. Permanent placement margin percentages are essentially the same across the regions. Temporary and
contract staffing services generate different margins by region as a result of different market dynamics in individual countries and regions, although these variations are not so diverse that we believe they are indicative of differing underlying
economic characteristics. Other services margin percentages in the Americas are generally higher and more erratic, but because the actual revenue base is minimal (less than $1.5 million in any period), we consider this variation to be insignificant
to the overall analysis.

 Although we consider the above to be additional
support for establishing similar economic characteristics of the Hudson segment, EBITDA and Adjusted EBITDA are and have been our primary economic focus as discussed below.

 4

 Adjusted EBITDA margin as a percentage of revenue varies from period to period and from region to region, but our
Adjusted EBITDA as a percentage of revenue has been generally improving as reflected in the table below. We believe this percentage will become more uniform and have set a long-term world-wide company goal of Adjusted EBITDA margins at the 7 to 10
percentage rate for all of our geographic regions. As the table below indicates, our Asia Pacific region is the first of the regions to reach this range, but we expect the others to follow. We have stated that driving all our businesses to higher
EBITDA margins is a business objective, as we continue the process of improvements to our business started in 2003. Adjusted EBITDA has been used in the past, due to the nature of the company’s formation and spin off from its former parent, as
a measure of the company’s performance, but the company expects that the reorganization and other unusual charges will have less of a financial effect in the future. EBITDA and EBITDA margin have recently become the primary financial measure
used by the company’s management and investors.

Americas

Europe

Asia Pacific

Total

 Adjusted EBITDA

 September 30, 2005

2.9
%

3.4
%

7.7
%

4.7
%

 June 30, 2005

2.5
%

3.7
%

7.7
%

4.6
%

 December 31, 2004

1.6
%

.2
%

5.7
%

2.5
%

 December 31, 2003

-4.4
%

-3.6
%

1.7
%

-1.8
%

 As
can be seen, Adjusted EBITDA margin have improved in all regions for the periods presented.

 Further, in accordance with your request, we acknowledge that:

•

The company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We appreciate your consideration of this response. I am
available to discuss these matters and can be contacted at (212) 351-7285.

 Sincerely,

 Richard W. Pehlke

 Executive Vice President & Chief Financial Officer

 Enclosures – as noted

 5

CORRESP
1
filename1.htm

September 8, 2005

Mr. Larry
Spirgel
Assistant Director
Securities and Exchange Commission
Division of Corporate
Finance
Mail Stop 3561
Washington, D.C. 20549

Dear Mr. Spirgel:

 Re:
Hudson
Highland Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 14, 2005

Forms
10-Q for Fiscal Quarters Ended
March 31, 2005 and June 30, 2005
File No. 0-50129

Your
letter of August 25, 2005

We are writing in response to your
letter of August 25, 2005, to Jon F. Chait as to your review comments on the subject
filings. We have the following responses, which are numbered in accordance with your
comments to us.

Comment #1
We note that you
abandoned your German subsidiary and closed your continental European operations in the
year ended December 31, 2004. Tell us how you applied the guidance in SFAS 144 in
determining whether these operations should be presented as discontinued operations.

Response to Comment #1
The Company
notes that the actions described in Comment #1 were two separate actions, one of which
was taken in the fourth quarter of 2003 and the other taken in the first quarter of 2004.

The first action was the closing of
some of the Highland segment’s domestic and continental European offices in the
fourth quarter of 2003, which was accounted for under SFAS No. 146 as business
reorganization expense. The Company determined that when applying SFAS No. 144 guidance
for this action it did not qualify as a discontinued operation. The reasoning for
reporting this in continuing operations was that the closing of the offices did not
discontinue our activities in those countries, as we still operate and generate direct
cash flow from those countries in other neighboring offices. (Revenues for 2003 related to
the closed offices represented 0.7% of the Company’s total revenues). Even if
discontinued operations presentation were appropriate, the resulting reclassification
would be immaterial.

The second action, the abandonment of
Hudson segment’s German subsidiary, was taken in the first quarter of 2004. The
Company determined that when applying SFAS No. 144 guidance to this action, it did not
qualify as a discontinued operation. The reasoning for reporting this as a continuing
operation was that the closing of this operation’s offices was not expected to and
did not discontinue our activities in Germany, as we still serve and generate cash flows
from German customers. We also considered the relative size of the German operations and
concluded that even if discontinued operations presentation were appropriate, the
resulting reclassification would be immaterial. (For 2003 revenues of the German
operations represented 0.8% of the Company’s total revenues).

As both the above noted actions were
initiated prior to the issuance of EITF Interpretation 03-13, the Company did not apply
the specific criteria identified in that guidance. We did, however, consider the examples
provided in Appendix A to SFAS 144 which was the interpretation available at the time. We
initially determined that based on the expectation of continuing cash flows in each case
that classification as a discontinued operation was not appropriate. Upon review of EITF
Interpretation 03-13, we found that an application of the cash flow
“significance” criterion established in that guidance may have modified our
previous conclusion and these operations could have been considered discontinued
operations. Although this guidance allowed for reclassification of dispositions to
discontinued operations in 2004, such a reclassification was not mandatory. We considered
this fact and the relative insignificance of the operations in question, and we concluded
that our earlier decision and related presentation was not in any way misleading to the
reader of the financial statements.

Comment #2
Tell us how you
have identified your operating and reportable segments under the guidance in SFAS 131. In
this regard, we note that you present financial information for your regional operating
units in your press release furnished in your Form 8-K dated July 26, 2005. In addition,
you also present revenues and gross margins for your temporary contracting and permanent
placement businesses in your financial statements. If you have aggregated several
operating segments into one reportable segment, tell us how you determined that you met
the criteria for aggregation in paragraph 17 of SFAS 131, including the requirement that
the segments have similar economic characteristics.

Response to Comment #2.
In
establishing its operating and reportable segments, the Company has considered the
criteria of SFAS 131 with particular regard to paragraphs 10 and 17. We report our
results as two segments, Hudson and Highland. Hudson represents our professional staffing
activities and Highland represents executive search activities. They have different
economic characteristics and have entirely separate management structures. Additionally,
the Company has put in place separate world-wide branding and marketing efforts for the
respective Hudson and Highland businesses.

2

Within Hudson (representing 95% of
2004 revenue) are three regional groups representing North America, Europe, and Asia
Pacific. Each has its own regional management and financial results which are regularly
reviewed by the Company’s chief operating decision maker (as per SFAS 131.10). The
Highland segment’s revenue is derived exclusively from executive search activities and is managed
and operated separately from the rest of the Company’s businesses. The nature of
Highland’s clients and products is different from the Hudson segment and is therefore
reported as its own segment.

The Hudson business
consists of temporary and contract staffing, permanent recruitment of mid-level professionals, and
related human capital solutions activities on a world-wide basis. The regional operating data that we
provide as an attachment to our earnings releases, and which are thereby filed on a Form
8-K, amplify the reported results for Hudson by major geography. By presenting this
information we do not purport that such operations are reportable segments as discussed in
Paragraph 16 SFAS 131. Rather they are provided to facilitate discussion of Hudson
results. While they are operating segments, the Company views them as regional results for
the overall Hudson operation and aggregates these operating segments as allowed by
paragraph 17 of SFAS 131, as further discussed below.

The products and services are of a
similar nature among the three regional Hudson operating segments, as are our customers;
the type and class of customer for the services are similar, and the manner in which the
services are marketed and distributed is similar. As to aggregation of the operating
segments of Hudson into a reportable segment, we believe that all the criteria of SFAS 131
Paragraph 17 a-e are met as follows:

17a.
The
nature of products and services
Hudson’s service offerings are similar
throughout its world-wide operations. We provide permanent and temporary professional
services and human resource consulting in North America, Europe, and Asia Pacific
regions.

17b.
The
nature of the production process
Hudson uses similar methods to sell business and to
provide temporary and permanent professional staff to its clients in all its operations.
The means of obtaining new clients, servicing clients, and providing our staffing
services are essentially the same, with similar economic and risk characteristics.
Additionally, similar Adjusted EBITDA margin percentages (a critical measure that senior
executives have used to review and manage our business) have been achieved in the
respective geographic regions. Management believes that these margins will
improve and become even more similar as it evolves its operations towards more profitable
staffing services.

3

17c.
The
type or class of customer for the products and services
Our customers are similar as
to their needs and profiles. Further, some customers are now served in multiple regions,
and as our company matures, serving customers world-wide is considered an area of
targeted growth.

17d.
The
methods used to distribute their products or provide their services
We place primary
reliance on our field sales force and branch structure for sales and marketing. We rely
on our sales force spread through local offices that use advertising and broad-based
media, including the internet, to attract high quality candidates for placement. Again,
these practices are similar throughout our Hudson operations.

17e.
The
nature of the regulatory environment
Professional staffing is not a highly regulated
industry in any of the locations where we operate.

In sum, the nature of our products
and services – professional staffing and related services – are similar in our
principal geographic regions, as is the process of producing business. The customers are
similar, as are the methods used to generate business and the resulting long-term Adjusted
EBITDA margins. In other words, we provide similar staffing and related services
throughout the Hudson operation, and the economic characteristics are similar. These
considerations have brought us to the conclusion that the business activities of Hudson
constitute one reportable segment.

A similar process has been used to
conclude that the Highland segment (our executive search business) represents one
reportable segment. Further, the Highland business in total represents only 4.9% of
consolidated revenues for 2004, with Europe and AsiaPac representing 0.6% and 0.7%,
respectively, of the Company’s revenue.

Additionally, you have noted that the
Company presents revenue and gross margin for “temporary contracting” and
“other”, which includes search, permanent placement and other human resource
solutions revenue. The Hudson segment contains temporary contracting, permanent placement
and other human resource solutions revenue. The Hudson segment is not further segregated,
as it does not meet all of the criteria listed in paragraph 10 of SFAS 131, as discrete
financial information is not available for amounts below the gross margin line between
temporary contracting, search, permanent placement and other human resource solutions
revenues. Most importantly temporary contracting and permanent placement are closely
integrated in Hudson’s businesses, and each is critical to the other. Accordingly,
the financial information that is available for temporary and permanent placement (revenue
and gross margin) is not used to allocate resources in any material fashion within the Company’s
professional staffing business. We do not view these businesses as separable and as a
result we do not generate operating income nor track identifiable assets related to each
activity. The Company’s chief operating decision maker does not use the available
information to make decisions about resource allocation or performance assessment between
these groups. As a result, we do not believe the temporary contracting, permanent
placement or other human resource solutions business components meet the definition of an
operating segment.

4

Comment #3
We note your disclosure
that your disclosure controls and procedures were effective “to ensure that material
information relating to the Company, including the Company’s consolidated
subsidiaries, was made known to them by others within those entities, particularly during
the period in which this Quarterly Report on Form 10-Q was being prepared.” For the
quarters ended March 31, 2005 and June 30, 2005, please confirm, if true, and clarify in
future filings that your disclosure controls and procedures are effective in ensuring
that information required to be disclosed in the reports that you file or submit under
the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms and are effective in ensuring that
information required to be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management, including your principal
executive and principal financial officers, to allow timely decisions regarding required
disclosure. See Rule 13a-15(e) of the Exchange Act. Alternatively, you may simply state
that your disclosure controls and procedures are effective.

Response to Comment #3.
The Company
confirms that based upon their evaluation of the Company’s disclosure controls and
procedures, the Chairman of the Board and Chief Executive Officer and Executive Vice
President and Chief Financial Officer concluded that the disclosure controls and
procedures were effective as of the end of the quarters ended March 31, 2005 and June 30,
2005 to ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange Commission’s
rules and forms, and to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act is accumulated and
communicated to the Company’s management, including its principal executive and
principal financial officers, as appropriate to allow timely decisions regarding required
disclosure

Accordingly, we would use the
following language in future filings in place of our previous “evaluation of
disclosure controls and procedures” language:

Based
upon their evaluation of these disclosure controls and procedures, the Chairman of the
Board and Chief Executive Officer and Executive Vice President and Chief Financial Officer
concluded that the disclosure controls and procedures were effective as of the end of the
quarter ended [date of end of period covered by report] to ensure that information
required to be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission’s rules and forms, and to ensure
that information required to be disclosed by the Company in the reports that it files or
submits under the Exchange Act is accumulated and communicated to the Company’s
management, including its principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required disclosure.

5

Further, in accordance with your
request, we acknowledge that:

•
The
company is responsible for the adequacy and accuracy of the disclosure in the filings;

•
Staff
comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filings; and

•
The
company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

We appreciate your consideration of
this response. I am available to discuss these matters and can be contacted at (212)
351-7285.

Sincerely,

/s/ Richard W. Pehlke

Richard W. Pehlke
Executive Vice
President & CFO

6

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      							August 25, 2005

Jon F. Chait
Chief Executive Officer
Hudson Highland Group, Inc.
622 Third Avenue
New York, NY 10017

	Re:	Hudson Highland Group, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 14, 2005

		Forms 10-Q for Fiscal Quarters Ended
      March 31, 2005 and June 30, 2005
		File No. 0-50129

Dear Mr. Chait:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 19

Results of Operations, page 23

The Year Ended December 31, 2004 Compared to the Year Ended
December
31, 2003, page 24

1. We note that you abandoned your German subsidiary and closed
your
continental European operations in the year ended December 31,
2004.
Tell us how you applied the guidance in SFAS 144 in determining
whether these operations should be presented as discontinued
operations.

Note 15.  Segment and Geographic Data, page 63

2. Tell us how you have identified your operating and reportable
segments under the guidance in SFAS 131.  In this regard, we note
that you present financial information for your regional operating
units in your press release furnished in your Form 8-K dated July
26,
2005.  In addition, you also present revenues and gross margins
for
your temporary contracting and permanent placement businesses in
your
financial statements.  If you have aggregated several operating
segments into one reportable segment, tell us how you determined
that
you met the criteria for aggregation in paragraph 17 of SFAS 131,
including the requirement that the segments have similar economic
characteristics.

Form 10-Q for the Fiscal Quarter Ended June 30, 2005

Item 4.  Controls and Procedures, page 26

3. We note your disclosure that your disclosure controls and
procedures were effective "to ensure that material information
relating to the Company, including the Company`s consolidated
subsidiaries, was made known to them by others within those
entities,
particularly during the period in which this Quarterly Report on
Form
10-Q was being prepared."  For the quarters ended March 31, 2005
and
June 30, 2005, please confirm, if true, and clarify in future
filings
that your disclosure controls and procedures are effective in
ensuring that information required to be disclosed in the reports
that you file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified
in the Commission`s rules and forms and are effective in ensuring
that information required to be disclosed in the reports that you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your principal executive and
principal
financial officers, to allow timely decisions regarding required
disclosure.  See Rule 13a-15(e) of the Exchange Act.
Alternatively,
you may simply state that your disclosure controls and procedures
are
effective.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please file your response letter on EDGAR.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Kathleen Kerrigan, Staff Accountant, at
(202)
551-3369 or Melissa Hauber, Senior Staff Accountant, at (202) 551-
3368 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
??

??

??

??

Jon F. Chait
Hudson Highland Group, Inc.
August 25, 2005
Page 4

</TEXT>
</DOCUMENT>